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PVGASPVGAS PMCPROJECT MANAGEMENT CONSULTANTBIDDER COVIETNAM OIL AND GAS

GROUPPETROVIETNAM GAS CORPORATION

CONTRACRT No. /20092011/PVGASPVGAS PMC/DAK1MMTPA-FEED-ITB-001KCM/LPG-DQ/D4CMP-CA

DATED ______________

Draft of

CONTRACT

FOR THE

FRONT-END ENGINEERING DESIGN& COST

ESTIMATION SERVICES

(FEED PACKAGE) SERVICES FOR LNG IMPORING

PROJECT OF ONE MILLION METRIC TONNAGES PER

ANNUALFAST TRACK LNG TERMINAL PROJECT (LNG

1MMTPA PROJECT)CERTIFICATION SERVICES FOR

DUNG QUAT LPG STORAGE AND TRUCK LOADING STATIONLPG(LIQUID PETROLEUM GAS) REFRIGERATED STORAGE PROJECT

BETWEEN

PETROVIETNAM GAS PROJECT MANAGEMENT BIDDERCOMPANYCORPORATION


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DUNG QUAT LPG STORAGE AND TRUCK LOADING STATION PROJECT CERTIFICATIONSERVICES

AND

VIETNAM - 20112009

Part C Draft ofContractPage 2 of 34


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TABLE OF CONTENTS

ARTICLE 1: CONTRACT DOCUMENTS.....................................................................6

ARTICLE 2: DEFINITIONS AND INTERPRETATION..................................................6

ARTICLE 3: OBLIGATION OF THE PARTIES...........................................................10

ARTICLE 4: EFFECTIVE DATE AND COMPLETION OFCONTRACTCERTIFICATION SERVICES....................................16

ARTICLE 5: PERSONNEL..........................................................................................17

ARTICLE 6: CONTRACT PRICE................................................................................18

ARTICLE 7: ADDITIONAL FRONT-END ENGINEERING DESIGNSERVICESCERTIFICATION SERVICES......................................18

ARTICLE 8: PAYMENT CONDITIONS.......................................................................19

ARTICLE 9: LIABILITY AND INDEMNITY..................................................................24

ARTICLE 10: INSURANCE........................................................................................26

ARTICLE 11: DELIVERY OF DOCUMENTS............................................................26

ARTICLE 12: FORCE MAJEURE..............................................................................27

ARTICLE 13: SUSPENSION OR TERMINATION OF THE CONTRACT.................28

ARTICLE 14: LIQUIDATED DAMAGES....................................................................29

ARTICLE 15: INTERRELATIONSHIP AMONG COMPANY, EPCI CONTRACTORAND CERTIFYING AGENT............................................................30

ARTICLE 16: CONFIDENTIALITY.............................................................................31

ARTICLE 17: COMMUNICATIONS AND NOTICES.................................................32

ARTICLE 18: ARBITRATION...................................................................................33

ARTICLE 19: GENERAL PROVISIONS....................................................................33


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CERTIFICATION SERVICE FOR DUNG QUAT LPG STORAGE AND TRUCK LOADINGSTATIONFOR LPG REFRIGERATED STORAGE FEED LNG 1MMTPA PROJECTFAST TRACK

LNG TERMINAL FEED AND COST ESTIMATION SERVICES

TABLE OF APPENDICES

APPENDIX 1 - SCOPE OF FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES

APPENDIX 2 - WORKING SCHEDULE

APPENDIX 3 PRICE BREAKDOWN

APPENDIX 4 MINUTES OF CONTRACT NEGOTIATION MEETING

APPENDIX 5 CERTIFYING AGENTS BIDDERS PERSONNEL

APPENDIX 6 PROPOSAL

APPENDIX 7 - INVITATION TO BID DOCUMENTS

APPENDIX 8 - SPECIMEN OF ACCEPTANCE PROTOCOL

APPENDIX 9 SPECIMEN OF CERTIFICATE OF COMPLETION OF SERVICES

Part C Draft of ContractPage 4 of 34


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PREAMBLE

This Contract is concluded on ____________, 201109 by and between:

1. PETROVIETNAM GAS PROJECT MANAGEMENT BIDDERCOMPANYCORPORATION Legally existing under the Laws of Vietnam,PVGASPVGAS PMC TOWER, No.673 - Nguyen Huu Tho street, Nha Bedistrict, Ho Chi Minh City,, S.R. Vietnam having its head office atScetpa Building, 19A Cong Hoa St., Tan Binh Dist., Ho Chi Minh City,Socialist Republic of Vietnam (hereinafter called PVGASPVGAS PMCPMCCOMPANY of the one part).

And

2. Legally existing under theLaws of , having its office at (hereinafter called CERTIFYINGAGENTBIDDER of the other part).

COMPANY PVGASPVGAS PMC PMC and CERTIFYING AGENTBIDDER aremutually and individually referred to as Parties and Party respectively.

WHEREAS, the PVGASPVGAS PMCCOMPANY PMC is desirous that certain

WORKS should be performed in connection with the Front-End Engineering

Designand Cost Estimation Services

(Feed Package) SERVICES For LNG IMPORING PROJECT OF ONE MILLIONMETRIC TONNAGES PER ANNUALFast Track LNG Terminal Project; (LNG1MMTPA PROJECT)

Certification Services for Dung Quat LPG Storage and Truck Loading Station Project, and

WHEREAS the CERTIFYING AGENTBIDDER has agreed to execute andcomplete such WORKS upon the terms hereinafter set forth.

Now therefore, in consideration of the mutual covenants, it is herebyagreed by and between the Parties hereto as follows:



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ARTICLE 1: CONTRACT DOCUMENTS

1.1 The following documents shall form and be read and construed asintegral parts of this Contract, namely:

a. The Terms and Conditions of Contract (Article I to Article 19).

b. The Appendices, namely:

Appendix 1 - Scope ofCertification ServicesWork

Appendix 2 - Working Schedule

Appendix 23 - Price Breakdown

Appendix 34 - Minute of Negotiation Meeting

Appendix 5 - Certifying Agents PersonnelAppendix 46 - Bidders Proposal

Appendix 57 - Invitation To Bid Documents

Appendix 68 - Specimen of Acceptance Protocol

Appendix 79 - Specimen of Certificate of completion ofServices

1.2 In the event of any conflict between the Terms and Conditions of this

Contract and its Appendices, the Terms and Conditions of theContract will prevail. In the event of any conflict among theAppendices, the Appendices of the smaller order number shall prevail.

1.3 This Contract sets forth the full and complete understanding of theparties as of the date first above stated and it supersedes any and alloral or written agreement and representations made or dated priorhereto.

ARTICLE 2: DEFINITIONS AND INTERPRETATION

In this Contract the following words and expressions shall have themeaning hereby assigned to them, except where the contextotherwise requires:

1. ACCEPTANCEPROTOCOL

Means the protocol duly signed byCERTIFYING AGENTBIDDER andPVGASPVGAS PMCCOMPANY PMCcertifying that CERTIFYINGAGENTBIDDER has satisfactorilyperformed part/parts of FRONT-END

ENGINEERING DESIGNSERVICESWORK CERTIFICATIONSERVICES under the CONTRACT



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2. FRONT-ENDENGINEERINGDESIGNSERVICESWORK/WORKSCERTIFICATIONSERVICES

Means the services to be provided andcarried out by BIDDERCERTIFYING AGENTwith the details as stated in Appendix 1 -Scope of FRONT-END ENGINEERING DESIGNSERVICESwork (including the additional workwhich was defined)Certification Services.

3. ADDITIONALFRONT-ENDENGINEERINGDESIGNSERVICESSERVICECERTIFICATION SERVICES

Means the FRONT-END ENGINEERING DESIGNSERVICESwork CERTIFICATION SERVICESoutside the Scope of FRONT-ENDENGINEERING DESIGNSERVICESCERTIFICATION SERVICESwork asstipulated in the (Appendix 1 attachedhereto Scope of FRONT-END ENGINEERINGDESIGN SERVICESCertification services),which provided and carried out by

CERTIFYING AGENTBIDDER as additionallyrequested by PVGASPVGAS PMCCOMPANYPMC during the execution of this CONTRACT.

4. CERTIFICATEOFCOMPLETIONOF SERVICES

means the Certificate duly signed byBIDDERCERTIFYING AGENT and PVGASPVGASPMCCOMPANYPMC certifying that all FRONT-END ENGINEERING DESIGNSERVICESCERTIFICATION SERVICESthe WORKunder the CONTRACT have been satisfactorilyperformed by CERTIFYING AGENTBIDDER.

5. CERTIFICATE OFSAFEOPERATION

means certificate issued by CERTIFYINGAGENT certifying that the ITEMIZEDFACILITIES or whole PROJECT were designed,fabricated, constructed, installed, pre-commissioned and commissioned incompliance with all statutory requirementsand is fit-for-purpose in accordance withScope of Certification Services of theCONTRACT.

6. COMPANY' SREPRESENTATIVE

means the person who is appointed fromtime to time by the COMPANYPVGASPVGASPMC PMC.

7. CONTRACT ORTHISCONTRACTCOMPLETION OFFRONT-ENDENGINEERINGDESIGNSERVICESCERTI

FICATIONSERVICES

means the Terms and Conditions of thisContract, its Appendices together with alldocuments referred hereto.means the pointof time when FRONT-END ENGINEERINGDESIGN services CERTIFICATION SERVICESdescribed in Appendix 1 of this Contract isfulfilled and the FRONT-END ENGINEERINGDESIGN SERVICES CERTIFICATE OF

COMPLETION OF SERVICES is signed byPARTIES.



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8. DAY orDAYSCONTRACTOR THISCONTRACT

means calendar day unless otherwisespecified.means the Terms and Conditions ofthis FRONT-END ENGINEERING DESIGNSERVICES CERTIFICATION SERVICE Contract,its Appendices together with all documentsreferred hereto.

9. DOCUMENTATION ORDOCUMENTSDA

Y or DAYS

mean documents which shall be issued byBIDDER.means calendar day unlessotherwise specified.

10. DRAWINGSDOCUMENTATIONORDOCUMENTS

Mean all drawings, calculations,specifications, procedures and technicalinformation of a like nature provided byPVGAS PMC PMC to BIDDER under theCONTRACT and all drawings, calculations,

specifications, procedures, samples, patterns,models, operation and technical informationof a like nature submitted by BIDDER. meandocuments which shall be issued byCERTIFYING AGENTBIDDER.

11. EFFECTIVEDATEDRAWINGS

means the date that this Contract enters intofull force and effect in accordance withArticle 4.Mean all drawings, calculations,specifications, procedures and technicalinformation of a like nature provided by

COMPANYPVGAS/ePCI CONTRACTOR toCERTIFYING AGENTBIDDER under theCONTRACT and all drawings, calculations,specifications, procedures, samples, patterns,models, operation and technical informationof a like nature submitted by CERTIFYINGAGENTBIDDER.

12. BIDDEREFFECTIVE DATE

means means the date that thisContract enters into full force and effect inaccordance with Article 4.

13. ePCI CONTRACT means the Contract signed by COMPANY andePCI CONTRACTOR for executing andaccomplishing the PROJECT.

14. LAWDESIGNER means all legislation or any other bindingregulations or rulings issued in countrieswhere any part of the works is carried outand in Vietnam by National Assembly, thePrime Minister, any other Minister, anyPeople Committee, the Government or anyother state body, in force from time to time

including but not limited to laws, ordinances,decrees, circulars, official letters, decisionsand other pronouncements. means



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ENGINEERING CONTRACTOR, CONSTRUCTIONCONTRACTOR who are responsible forexecuting and accomplishing the detaildesign of PROJECT.

15. PARTY or

PARTIESENGINEERINGCONTRACTOR

means PVGAS PMC or/and BIDDER as the

context requiresThe Contractor carries out:Engineering Design, Detail Design of thePROJECT.

16. PROJECTCONSTRUCTIONCONTRACTOR

Means the Fast Track LNG Terminal ProjectThe Contractor carries out:Construction/Installation of the PROJECT.

17. SITEEQUIPMENTAND MATERIALS

means location(s) where any part of theSERVICES is performed by the BIDDER.meansthe brand-new equipment, facilities,materials, consumable, fabricated structures,

packages, spare parts and other items of alike nature supplied by the CONTRACTOR inaccordance with the ePCI CONTRACT andpermanently installed to form any and all ofthe PROJECT.

18. WORKFINALDESIGNAPPRAISAL/

DOCUMENT

means the agreed Scope of Work to beprovided and carried out by BIDDER with thedetails as stated in Appendix 1 of theCONTRACT.means the Documents issued byCERTIFYING AGENTBIDDER, certifying that all

the AFC (Approved For Construction)drawings/documents for the PROJECT whichrequired to be reviewed by CERTIFYINGBIDDER AGENT have been approved byCERTIFYING AGENT.BIDDER.

19. LAW means all legislation or any other bindingregulations or rulings issued in countrieswhere any part of the works is carried outand in Vietnam by National Assembly, thePrime Minister, any other Minister, any

People Committee, the Government or anyother state body, in force from time to timeincluding but not limited to laws, ordinances,decrees, circulars, official letters, decisionsand other pronouncements.

20. MECHANICALCOMPLETIONCERTIFICATE

means the certificate issued by CERTIFYINGAGENTBIDDER confirming that the ITEMIZEDFACILITIS/PROJECT have been mechanicallyand structurally completed by ePCICONTRACTOR.

21. PARTY orPARTIES

means the COMPANYPVGAS or/andCERTIFICATION AGENTBIDDER as the contextrequires



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22. PROJECT FRONT-END ENGINEERING DESIGN

(FEED) SERVICES FOR LNG IMPORINGPROJECT OF ONE MILLION METRIC TONNAGESPER ANNUAL (LNG 1MMTPA)Dung Quat LPGstorage & Truck Loading station project. LPG (LIQUIDPETROLEUM GAS) REFRIGERATED STORAGE PROJECT

23. ITEMIZEDFACILITIES

The facilities and/or system form an item (s)of the PROJECT, which is independently putinto operation.

24. SITE means location(s) where any part of theSERVICES is performed by the CERTIFICATIONAGENTBIDDER.

25. WORK means the agreed Scope of Work to beprovided and carried out by CERTIFYINGAGENTBIDDER ePCI CONTRACTOR for

COMPANY with the details as stated in ePCICONTRACTORAppendix 1 of the CONTRACT.

The headings, captions and titles of Article or of other parts of theCONTRACT are for convenient reference only and are not to beconstrued as limiting, extending or interpreting the meaning of theprovision of this CONTRACT.

The singular includes the plural, the masculine includes thefeminine, and vice-versa where the context requires.

ARTICLE 3: OBLIGATION OF THE PARTIES

A. CERTIFYING AGENTS BIDDERS OBLIGATIONS:

3.1 The BIDDER shall be responsible to perform and complete the WORKas defined in the Appendix 1 - Scope of Services of this CONTRACTwith due care and diligence, in compliance with relevantVietnameses Codes and Standards and international Codes andStandards as proposed by CONSUTANT and agreed by PVGAS PMC.

3.2 Certifying AgentBIDDERs Understanding of the PROJECT, the WORK,the FRONT-END ENGINEERING DESIGN SERVICES :

3.3 CERTIFICATION SERVICES:

3.4 The CERTIFYING AGENTBIDDER shall be deemed to have readcarefully and satisfy the drawings, plans, specifications and otherdocuments contained in and relating to this CONTRACT in order todetermine the class, quantity and quality of materials, equipmentand labour that will be required, and shall be deemed to haveobtained for itself a full understanding and knowledge of the nature

and scope of the PROJECT, the WORK , the FRONT-ENDENGINEERING DESIGN SERVICES CERTIFICATION SERVICES and ofthe prevailing conditions under which the PROJECT, the WORK, the



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FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATIONSERVICES will be carried out. Any failure by CERTIFYINGAGENTBIDDER to take account of matters which could affect thePROJECT, the WORK, the FRONT-END ENGINEERING DESIGNSERVICES CERTIFICATION SERVICES shall not relieve CERTIFYINGAGENTBIDDER from its obligations under this CONTRACT.

3.5 Perform the SERVICE following the schedule as agreed in Appendix 6of the CONTRACT; shall not be entitled to additional time forperforming the WORK and/or additional payment in excess of thelump sum prices set forth in the Appendix 3 of the CONTRACTrelating to the performance of the WORK.

3.6 The CERTIFYING AGENTBIDDER shall not be entitled to additional timefor performing the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES and/ or additional payment in excess of

THE lump sum prices set forth in the Appendix 3 of the CONTRACTrelating to the performance of the FRONT-END ENGINEERING DESIGNSERVICESCERTIFICATION SERVICES.

3.7 Collect information and relevant data to perform the WORK ; bearingthe responsibilities for correction of any collected information, dataand survey data which had been taken by BIDDER under thisCONTRACT, prove with other relevant authorities (if required).

3.8 Personnel are provided to perform the WORK shall be kept unchangedas proposed in the tender by BIDDER. Any change in the BIDDERskey personnel listed in the Appendix shall be subject toacceptance by the PVGAS PMC with regard to their qualifications andexperience. However, in any case, any change in the BIDDERspersonnel shall be not effected to time to complete of WORK as setout in the Appendix 6. Any liability and cost arising from thisprovision shall be BIDDERs responsibilities.

3.9 Information Given by COMPANY PVGASPVGAS PMC to

CERTIFYING AGENTBIDDER:

3.9.1 (a) The information that the COMPANYPVGAS may give to theCERTIFYING AGENTBIDDER shall be in accordance with the bestinformation available to the COMPANYPVGAS. TheBIDDERCERTIFYING AGENT shall be responsible for theinterpretation and use by it of the information provided by thePVGASPVGAS PMCCOMPANY. The BIDDERCERTIFYING AGENTshall be entitled to rely on the accuracy of PVGASPVGASPMCthe COMPANY supplied data and any such additional or

revised COMPANYPVGASPVGAS PMC supplied data thatPVGASPVGAS PMCCOMPANY may issue to CERTIFYING AGENTBIDDER in the bidding phase and after the EFFECTIVE DATE as



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the basis of its performance of the FRONT-END ENGINEERINGDESIGN SERVICES WORK.

3.9.2

3.9.3 (b) PVGASPVGAS PMCThe COMPANY may give the

additional information to BIDDER during the time ofperformance of the WORK if it is available. shall be entitled toissue additional or revised COMPANYPVGAS supplied data afterthe EFFECTIVE DATE. The BIDDERCERTIFYING AGENT hasresponsible to check and correct the provided data for purposeof the WORK. shall check all information provided by PVGAStheCOMPANY following award and during continuance of thisCONTRACT ("Post Award Information"). The CERTIFYINGAGENTBIDDER shall advise the COMPANY PVGAS in writing,within twenty (20) days from receipt of the Post Award

Information (unless a different period is notified by theCOMPPVGASANY to the CERTIFYING AGENTBIDDER), of anydiscrepancies in the Post Award Information which may affectthe performance and completion of the FRONT-ENDENGINEERING DESIGN SERVICESCERTIFICATION SERVICES. PostAward Information may be issued at any time during theCONTRACT and will be subject to the foregoing period oftwenty (20) working days for checking by the CERTIFYINGAGENTBIDDER.

(c) Except as may be otherwise provided under this CONTRACT,PVGASthe COMPANY will not be liable for claims from theCERTIFYING AGENTBIDDER for additional payments, extensions oftime or discrepancies in Post Award Information in excess of what isagreed in this CONTRACT where such claims by the CERTIFYINGAGENTBIDDER are made based on conditions and costs which couldhave been reasonably determined in advance or notified to theCompany during the period stated in Clause 3.2(b) above.

3.10 The CERTIFYING AGENTBIDDER shall perform FRONT-END

ENGINEERING DESIGN SERVICESthe WORK CERTIFICATION SERVICESrelating to the PROJECT in accordance with the Scope of FRONT-ENDENGINEERING DESIGN SERVICES work Certification Services as statedin Appendix 1, the PROJECT schedule, the CONTRACT and incompliance with the laws and regulations of Vietnam and/or any othercountries where any part of the FRONT-END ENGINEERING DESIGNSERVICES WORKCERTIFICATION SERVICES is performed.

3.11 The CERTIFYING AGENTBIDDER shall begin rendering FRONT-ENDENGINEERING DESIGN SERVICES CERTIFICATION SERVICESimmediately after the EFFECTIVE DATE in accordance with the

CONTRACT schedule.



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3.12 Unless otherwise agreed in writing by the COMPANY, CERTIFYINGAGENTPVGASPVGAS PMC, BIDDER shall neither have interest in, norreceive remuneration in connection with the PROJECT except asprovided for in the CONTRACT. CERTIFYING AGENTBIDDER shall notengage in any activities which may conflict with the interest of f theCOMPANY PVGASPVGAS PMCunder the CONTRACT.

3.13 The CERTIFYING AGENTBIDDER, at its own costs, is responsible forvisas, entry, customs clearances for CERTIFYING AGENTBIDDERSpersonnel and equipment, all necessary permits, licenses orapprovals required for the performance of the FRONT-ENDENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES(except for those obtained by the COMPANYPVGAS) and operationregistration certificate in Vietnam stated in Sub-Section B.II of ITBDocumentsif any. In case of the FRONT-END ENGINEERING DESIGNSERVICES WORK CERTIFICATION SERVICES to beis carried out inVietnam, COMPANY PVGASPVGAS PMC shall reasonably assistCERTIFYING AGENTBIDDER in obtaining such documents forCERTIFYING AGENTBIDDER's employees if such assistance is requiredfor the FRONT-END ENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES without prejudice to CERTIFYINGAGENT'sBIDDERs aforesaid responsibility. However, in no case theabove stated assistance of the COMPANYPVGASPVGAS PMC willrelease the CERTIFYING AGENTBIDDER from its responsibility underthe CONTRACT.

3.14 The liability of the CERTIFYING AGENTBIDDER (including its officers,

employees, agents and associated entities) in respect of breach ofcontract or breach of duty or fault or negligence or otherwisewhatsoever arising out of or in connection with this AgreementCONTRACT shall be limited in to CONTRACT PRICEto cover claims ofany sort whatsoever (including interest and costs) arising out of or inconnection with this Contract. This provision shall have no applicationto any liability for death or personal injury arising from the negligenceof the CERTIFYING AGENTBIDDER or any other liability for whichexclusion or restriction is prohibited by applicable law.

Neither party shall be liable to the other for special, indirect or

consequential damages resulting from or arising out of this Contractincluding, without limitation, loss of profit, loss of production, loss ofcontract, loss of use, business interruption or any other special orindirect loss suffered or incurred by the other party howsoever thesame may be caused.

3.15 Subject to Article 3.7, The CERTIFYING AGENTBIDDER shallindemnify, hold harmless, defend COMPANY PVGASPVGAS PMC fromand against any and all claims, suits, actions, demands, proceedings,liabilities, losses, damages, costs and expenses whatsoever withrespect to the death or illness or injury to any CERTIFYING

AGENTBIDDER's employee arising directly or indirectly out of or as aconsequence of the performance of this CONTRACT from any causewhatsoever regardless of whether or not caused or contributed to by



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any negligence or default ofCOMPANY PVGASPVGAS PMC(or any ofits other Contractors) or any of its or their employees.

3.16 The CERTIFICATION AGENTBIDDER shall provide for its personnel allnecessary facilities, such as computers, software, technicaldocuments, standards and codes required to perform its obligations

under this CONTRACT.

3.17 CERTIFYING AGENTBIDDER is responsible for arranging itsrepresentatives on board upon its receipt of COMPANYs PVGASsadvices stated in Article 3.19.

3.18 CERTIFYING AGENTBIDDER, at his own costs, will be responsible forarranging all required transportation for CERTIFYINGAGENTSBIDDERS personnel between shore and offshoreto performthe WORK and accommodation, meal, telecommunication facilities,printing for the said personnel on board. COMPANY PVGAS will

assist CERTIFYING AGENTBIDDER in this arrangement. However,COMPANYs PVGASs assistance will not release CERTIFYINGAGENTBIDDER from performing and fulfilling all its obligations in theCONTRACT.

3.19 Holiday leave and time for holiday ofCERTIFYING AGENTSBIDDERSpersonnel stated in the CONTRACT shall be subject to COMPANYSPVGASPVGAS PMCS approval in writing. All costs related to holidayleave of CERTIFYING AGENTSBIDDERS personnel including travel,salary, etc... shall be at CERTIFYING AGENTSBIDDERS expenses.

The CERTIFYING AGENTBIDDER has due regards to all festival,holidays, day of rest (Saturday and Sunday) etc... and confirmed thatsuch festival, holidays, day of rest will have no affect effect to theperformance of FRONT-END ENGINEERING DESIGN SERVICEStheWORKCERTIFICATION SERVICES and all related expenses shall be atCERTIFYING AGENT'BIDDERSs costs.

In case there will be affects to the CERTIFICATION AGENTBIDDER'sperformance of FRONT-END ENGINEERING DESIGNSERVICESWORKCERTIFICATION SERVICES, CERTIFYING AGENTBIDDER

shall, at its cost, provide other personnel with the same workingcapability, subject to approve by PVGAS PMC.

3.20 As soon as but not later than 07 (seven) DAYS after EFFECTIVE DATEof the CONTRACT, CONTRACTOR shall be responsible to update/modify the followings for COMPANYs PVGASPVGAS PMCs review andapproval:

- Project Execution Plan

- Coordination Procedures

- Approach and Methodology



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The performance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES by CERTIFYING AGENTBIDDER's employeesshall be in accordance with the said approved documents.

3.21 CERTIFYING AGENTBIDDER shall prepare 3 (three) copies of amonthly progress report covering the followings but not limited to:

- Certification activities carried out in the month concerned;

- Certification activities will be carried out in the next month;

- Project milestone and the reason for deviation from the schedule;

- Outstanding/non-conformities status;

- Propose preparation plan for the next period;

- Record correspondence/communication in the month;

-Area of concerns;

- Others

The cut-off day for monthly report is the twenty-ninth day of everymonth. The report issue date shall be no later than the fifth day ofthe next month.

The CERTIFYING AGENT'sBIDDER site team leader at the PROJECTSITE shall issue a weekly report on progress and status.

3.22 CERTIFYING AGENTBIDDER undertakes to perform the FRONT-ENDENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES inprofessional and diligent manner. Any loss or/ and damage toPROJECT or/ and property of third party caused by CERTIFYINGAGENTBIDDERS faults or negligence will be at CERTIFYINGAGENTBIDDERS own account and responsibility based on the actualclaim of loss or/ and damage.

3.23 BIDDER shall not assign or sub-contract the WORK or any part(s)thereof without agreement by PVGAS PMC in writting. The work/resultrelating to assigned/sub-contracted part (if any) shall be at BIDDERs

approval and end liability.

3.24 The liability of tax:

(A)Personal Income Tax (PIT): BIDDER shall provide PVGAS PMC withthe information about the BIDDERs Personnel incomes, whichearned during the time working in Vietnam per this PROJECT (ifany), for the purpose of settling the PIT in Vietnam.

(B)Corporate income tax (CIT) and Licence/trademark tax (if any)that may be imposed by the authorities of Vietnam. PVGAS PMC

shall collect these taxes directly from CONTRACT VALUE.



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3.25 CERTIFYING AGENTBIDDER is responsible for issuing MECHANICALCOMPLETION CERTIFICATE within 7 (seven) DAYS and CERTIFICATE OFSAFE OPERATION for ITEMIZED FACILITIES/PROJECT within 15 (fifteen)DAYS when these works is satisfactorily completed.

B. COMPANYS PVGAS PMCS OBLIGATIONS:

3.26 COMPANY PVGASPVGAS PMC shall pay all agreed charges invoicedby CERTIFYING AGENTBIDDER in respect ofFRONT-END ENGINEERINGDESIGN SERVICES CERTIFICATION SERVICES provided.

3.27 COMPANY PVGAS shall require their ePCI CONTRACTOR and allfabricators, manufacturers, vendors afford full cooperation to allCERTIFYING AGENTBIDDER's employees to enable CERTIFYINGAGENTBIDDER to perform its FRONT-END ENGINEERING DESIGNSERVICESCERTIFICATION SERVICES.

3.28 Subject to the agreed schedule between the COMPANYPVGAS andePCI CONTRACTOR, COMPANY PVGAS will advise CERTIFYINGAGENTBIDDER of 20 day prior day for Certifying AgentBIDDERspreparation on board.

3.29 At reasonable request of CERTIFYING AGENTBIDDER, COMPANYPVGASPVGAS PMC shall provide the CERTIFYING AGENTBIDDER withreasonable assistance, available COMPANYS PVGASPVGAS PMCSfacilities at SITE and necessary DRAWINGS, information anddocuments available to the COMPANY PVGASPVGAS PMC uponCERTIFYING AGENTBIDDERS request for execution of the FRONT-ENDENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES.

3.30 COMPANY PVGASPVGAS PMC shall ensure the CERTIFYINGAGENTBIDDERS personnel free and unhindered access to any SITEcontrolled by COMPANY PVGASPVGAS PMC in the performance of itsobligations under this CONTRACT.

3.31 COMPANY PVGAS shall be responsible to arrange licenses andpermits that it must possess to locate, build, maintain and operatePROJECT, permits, licenses, approvals required to perform FRONT-

END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES inCOMPANYS PVGASS name except for those arranged by CERTIFYINGAGENTBIDDER stated in Article 3.6.

ARTICLE 4: EFFECTIVE DATE AND COMPLETION OFCONTRACTCERTIFICATION SERVICES

4.1 The CONTRACT shall be effective on the date of signing by theCOMPANYPVGASPVGAS PMC and the BIDDERCERTIFYING AGENT (theEffective Date).

4.2 The FRONT-END ENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES shall be considered completed when all ofthe following conditions are fulfilled:



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- The CERTIFICATE OF SAFE OPERATION for whole PROJECT andClose-out Report has been issued by CERTIFYING AGENT;

- The CERTIFICATE OF COMPLETION OF FRONT-END ENGINEERINGDESIGN SERVICESWORK CERTIFICATION SERVICES has beensigned by the PVGASPVGAS PMCCOMPANY and CERTIFYING

AGENTBIDDER.

ARTICLE 5: PERSONNEL

5.1 The personnel who are sent by CERTIFYING AGENTBIDDER in Vietnamor any other places required for the execution of this CONTRACT, shallhave been physically examined and found fit for their assignmentsand their qualifications shall be acceptable to theCOMPANYPVGASPVGAS PMC. The Curriculum Vitae (C.V) of personnelto be provided by CERTIFYING AGENTBIDDER is stated in Appendix 5of this CONTRACT.

5.2 CERTIFYING AGENTBIDDER shall not replace their personnel whoseC.V(s) are included in Appendix 5 of this CONTRACT without obtainingCOMPANY's PVGASPVGAS PMC's consent, which consent shall notunreasonable be withheld.

Schedule of departure and arrival of CERTIFYING AGENTBIDDERpersonnel should be approved in advance by the PVGASPVGASPMCCOMPANY. CERTIFYING AGENTBIDDER guarantees that theabsence of these personnel shall not affect to Time for Completion

and quality of the PROJECT as well as to the quality of the FINALCERTIFICATE(S) to be issued by CERTIFYING AGENTBIDDER.

5.3 The COMPANYPVGASPVGAS PMC shall have the right to require theCERTIFYING AGENTBIDDER to replace any of CERTIFYING AGENT'SBIDDERS personnel if such personnel misconduct or proves to beincompetent or negligent. Ifthe COMPANYPVGASPVGAS PMC requeststo replace any person of the CERTIFYING AGENT,BIDDER,CERTIFYINGAGENTBIDDER shall within 14 (fourteen) DAYS arrange for thisreplacement by a person of comparable competence which had beenaccepted by the COMPANYPVGASPVGAS PMC. The cost of

replacements shall be borne by the CERTIFYING AGENTBIDDER.

The CERTIFYING AGENTBIDDER shall send Curriculum Vitae ofsubstitute personnel to the COMPANY PVGASPVGAS PMCas soon aspossible but not later than 14 (fourteen) DAYS prior to departure ofsuch personnel. Such Curriculum Vitae shall be substantially in formof Appendix 5 (Curriculum Vitae of CERTIFYING AGENTBIDDER'SPERSONNEL).

5.4 CERTIFYING AGENTBIDDER shall conform in all respects, including thegiving of an notice and the paying of all fees with the provisions of

- any national or state statute, ordinance, or other law, or anycodes, or any regulation, or by-law of any local or other duly



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constituted authority in relation to the execution and completionof the FRONT-END ENGINEERING DESIGNSERVICESCERTIFICATION SERVICES and the remedying of anydefects therein; and

- the rules and regulations of all public bodies and companies

whose property or rights are affected or may be affected in anyway by the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES and CERTIFYING AGENTBIDDER shallkeep the COMPANYPVGASPVGAS PMC indemnified against allpenalties and liabilities of every kind for breach of any suchprovisions.

ARTICLE 6: CONTRACT PRICEThe CONTRACT PRICE/Lump-sum Contract Price by Governmental Taxes:as per Part A - Section II.3 Governmental Regulations of Invitation To

Bidstated in 6.3is USD ___________ (In words: United States Dollars__________________), , for project management, Design Appraisal andReview Vendors documents for Equipment, Supervision of construction,Mechanical completion, pre-commissioning, commissioningdesignappraisal, certification for materials and equipment, supervision ofconstruction, installation and Mechanical completion, pre-commissioning,supervision of commissioning of equipment on LPG Dung Quat, Issuance ofReports, Certificates, Contingencies, Vietnam Register Content, etc

(Details as per Appendix 32)

6.1 The Lump-sum Price/Contract Price will be adjusted in case of the firstgas of PROJECT not on the schedule of..

6.2 Governmental Taxes: as per Part A - Section II.3 GovernmentalRegulations of Invitation To Bid Documents..

ARTICLE 7: ADDITIONAL FRONT-END ENGINEERINGDESIGN SERVICESCERTIFICATION SERVICES

7.1 COMPANY PVGASPVGAS PMCmay require CERTIFYING AGENTBIDDER

to provide ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES at any time before the FRONT-ENDENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES asper Appendix 1 of this CONTRACT is - Scope of FRONT-ENDENGINEERING DESIGN SERVICES CERTIFICATION SERVICES are takenover. In this case Tthe Daily Rate stated in Appendix 3 shall beapplied. for Additional proposal for additional FRONT-ENDENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.

BIDDERCERTIFYING AGENT shall not vary or alter any part of theScope of FRONT-END ENGINEERING DESIGN SERVICESwork

CERTIFICATION SERVICES except in accordance with a requirementfrom COMPANYPVGASPVGAS PMC. CERTIFYING AGENTBIDDER may,however, at any time propose Additional FRONT-END ENGINEERING



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DESIGN SERVICES CERTIFICATION SERVICES of the Scope of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES toCOMPANY PVGAS for consideration.

7.2 Only Agreement on Additional FRONT-END ENGINEERING DESIGNSERVICES CERTIFICATION SERVICES issued in writing and duly signed

by COMPANY PVGASPVGAS PMC and CERTIFYING AGENTBIDDER isvalid and effective for the Additional payment.

7.3 Prior to any ADDITIONAL FRONT-END ENGINEERING DESIGNSERVICES CERTIFICATION SERVICES under Article 7.1, COMPANYPVGASPVGAS PMC shall notify CERTIFYING AGENTBIDDER of thenature and form of such ADDITIONAL FRONT-END ENGINEERINGDESIGN SERVICESCERTIFICATION SERVICES.

As soon as possible after having received such notice, CERTIFYINGAGENTBIDDER shall submit to COMPANYPVGASPVGAS PMC:

- Description of service, if any, to be performed and a program forits execution; and

- CERTIFYING AGENTBIDDER's proposals for any necessarymodifications to the service schedule or to any of CERTIFYINGAGENTBIDDER's obligations under the Contract; and

- CERTIFYING AGENTBIDDER's proposals for adjustment to theCONTRACT PRICE.

7.4 Following the receipt of CERTIFYING AGENTBIDDER's submission,COMPANY PVGASPVGAS PMC shall, after due consultation withCERTIFYING AGENTBIDDER, decide as soon as possible but not laterthan 15 (fifteen) DAYS from the date of receiving of CERTIFYINGAGENTBIDDER's submission whether or not the Additional FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES shallbe carried out.

7.5 If COMPANY PVGASPVGAS PMC decides that the case FRONT-ENDENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES shallbe carried out, COMPANY PVGASPVGAS PMCshall issue Agreement onADDITIONAL FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES clearly identified based on CERTIFYINGAGENTBIDDER's submission or as modified by agreement.

ARTICLE 8: PAYMENT CONDITIONS

8.1 Within 30 (thirty) DAYS of the date of PVGASPVGAS PMCCOMPANYSreceipt of all payment documents set out in Article 8.4 by Telegraphic

Transfer (T/T), all invoices issued by CERTIFYING AGENTBIDDER shallbe paid by COMPANY PVGASPVGAS PMC to CERTIFYING

AGENTSBIDDERS account as described in CERTIFYINGAGENTSBIDDER invoice except sums disputed by the COMPANY



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PVGASPVGAS PMCand payment of these sums shall be withheld untilsettlement of dispute.

8.2 Performance Bond (PB):

- Within 07 (seven) days after successful contract negotiation and

finalization with the COMPANY as stated in Part B of ITB Documents, theCERTIFYING AGENT shall provide the Company with a Performance Bondwith the value of at least ten percent (10%) of Total Contract Price statedin Article 6.1. Validity of PB is from the date of issuance to the date ofsuccessful completion of CERTIFICATION SERVICES stated in Article 3.1.

- All the expenses relating to PB shall be at the CERTIFYING AGENTSaccount.

- In any case, the payment to Certifying Agent by Companyunder the Contract shall be made only when the respective PB

remains valid.

8.3 Payment for incomplete CERTIFICATION SERVICES will not be allowed,however part payment for the services provided will be permissibleprovided the defined CERTIFYING AGENT deliverable has been issued,or the appropriate project milestone achieved.

8.4 Payment shall be made as follows:

8.4.1 Down payment (after signing the CONTRACT):Down payment shall be equivalent with fifteen percent (15%)

of total CONTRACT PRICE upon the date of receiving the

documents as follows:

- BIDDERs invoice which covers payable amount, signed by

BIDDERs representative: One (01) original and Three (03)

copies;

- Documentations to prove that the BIDDER has been completed

the insurance policy following the Article 10 of this CONTRACT:

One (01) original and Three (03) copies.

8.4.2The first payment:Thirty percent (30%) of total CONTRACT PRICE shall be madeby PVGAS PMC upon the date of receiving the document asfollows:

- BIDDERs invoice which covers payable amount, signed byBIDDERs representative: One (01) original and Three (03)copies;

- Acceptance protocol signed by PVGAS PMC to certify thatBIDDER has been completed the ..: One (01) original and

Three (03) copies;

8.4.3The second payment:



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Thirty percent (30%) of total CONTRACT PRICE shall be madeby PVGAS PMC upon the date of receiving the document asfollows:


- Acceptance protocol signed by PVGAS PMC to certify thatBIDDER has been completed the Rev A of FEED and deliveredto PVGAS PMC: One (01) original and Three (03) copies.

8.4.4 8.4 .4The third payment:Ten percent (10%) of total CONTRACT PRICE shall be made byCILENT upon the date of receiving the document as follows:


- Acceptance protocol signed by PVGAS PMC to certify thatBIDDER has been completed the Rev A of cost estimate anddelivered to PVGAS PMC: One (01) original and Three (03)copies

8.4.5 8.4.4The last payment:Fifteen percent (15%) of total CONTRACT PRICE shall be madeby CILENT upon the date of receiving the document as follows:


- Acceptance protocol signed by PVGAS PMC to certify thatBIDDER has been completed the WORK and delivered to PVGASPMC: One (01) original and Three (03) copies

8.4.6 1st installment of paymentMilestone 1 (after signing theCONTRACT):

Fifteen percent (15%) of Total lump sum Price as stated inArticle 6.1.1 will be paid to CERTIFYING AGENTBIDDER upon

COMPANYS PVGASS receipt of following documents:

a. CERTIFYING AGENTBIDDERS invoice covering due payable

amount signed by CERTIFYING AGENTS BIDDERSREPRESENTATIVE: two (02) originals.

b. Forms ofTimesheets and Acceptance Protocol approved by

COMPANYPVGAS.

c. 2nd installment of payment Performance Bond as stated inArticle 8.2.

8.4.7 Milestone 2 (after design appraisal):



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TSixty wenty fivefive percent (60255%) of Total lLump sumPrice ofor Design Appraisal as stated in Appendix 3 Item INo.2will be paid to CERTIFYING AGENTBIDDER uponCOMPANYPVGASS receipt of following documents:

a. CERTIFYING AGENTSBIDDERS invoice covering due payable

amount signed by CERTIFYING AGENTSBIDDERSREPRESENTATIVE, two (02) originals.

b- Certificate of Design Appraisal (02 originals) issued by

CERTIFYING AGENT.by BIDDER.

d. ACCEPTANCE PROTOCOL (02 originals) duly signed by PARTIES

(as stipulated in Appendix 8).

8.4.8 3rd installment of paymentMilestone 3 (after certification ofMaterials and Equipment):

Sixty five percent (65%) of Total lump sum Price of Certificationof Materials and Equipment as stated in Appendix 3 Item I.3and twenty five percent (25%) of Total lump sum Price ofProject Management as stated in Appendix 3 NoItem I.31 willbe paid to CERTIFYING AGENT upon COMPANYS receipt offollowing documents:

a. CERTIFYING AGENTS invoice covering due payable amount

signed by CERTIFYING AGENTS REPRESENTATIVE, two (02)

originals.b. Certificate of Compliance of Materials and Equipment issued

by CERTIFYING AGENT.

c. ACCCEPTANCE PROTOCOL (02 originals) duly signed by

PARTIES (as stipulated in Appendix 8).

8.4.9 Milestone 34 (after completion of Supervision of construction,installation and Mechanical completion, pre-commissioning (till

completion of de-watering of pipeline)):

ThirtySixty five percent (30650%) of Total lump sum Price ofSupervision of offshore construction, installation, tie-in andMechanical completion, pre-commissioning as stated inAppendix 3 NoItem I.4 and twenty percent (20%) of Total lumpsum Price of Project Management as stated in Appendix 3NoItem I.1 will be paid to CERTIFYING AGENTBIDDER uponCOMPANYPVGASS receipt of following documents:

a. CERTIFYING AGENTSBIDDERS invoice covering duepayable amount signed by CERTIFYING AGENTS BIDDERSREPRESENTATIVE, two (02) originals.



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b. MECHANICAL COMPLETION CERTIFICATE issued by

CERTIFYING AGENTby BIDDER (02 originals).

c. ACCEPTANCE PROTOCOL (02 originals) duly signed by

PARTIES (as stipulated in Appendix 6).

8.4.10 Milestone 5 (after completion of Supervision ofcommissioning of equipment on LPG Dung Quat):

Sixty five percent (65%) of Total lump sum Price of Supervisionof commissioning of equipment on LPG Dung Quat as stated inAppendix 3 Item INo.56 and ten percent (10%) of Total lumpsum Price of Project Management as stated in Appendix 3 ItemINo.1 will be paid to CERTIFYING AGENT upon COMPANYSreceipt of following documents:

a. CERTIFYING AGENTS invoice covering due payable amount

signed by CERTIFYING AGENTS REPRESENTATIVE, two (02)originals.

b. COMMISSIONING COMPLETION CERTIFICATE issued byCERTIFYING AGENT (02 originals).

c. ACCEPTANCE PROTOCOL (02 originals) duly signedby PARTIES (as stipulated in Appendix 6);

8.4.11 Last payment:

All remaining value of Total lump sum Price as stated inAppendix 3 and 100% of reimbursable costs will be paid toCERTIFYING AGENTBIDDER upon COMPANYS PVGASS receiptof following documents:

a. CERTIFYING BIDDERAGENTS invoice covering due

payable amount signed by CERTIFYING AGENTBIDDERS

REPRESENTATIVE, two (02) originals.

b. CERTIFICATE OF SAFE OPERATION and Close-out Report

issued by CERTIFYING AGENT.

c. CERTIFICATE OF COMPLETION ( or CERTIFICATE OF

FITNESS)OF SERVICES (02 originals) issued by CERTIFYINGAGENTBIDDER (02 originals)

8.5 All banking fees inside Vietnam associated with remittance of theabove mentioned payment should be at the COMPANYS PVGASPVGASPMCS account.

All banking fees outside Vietnam shall be at the CERTIFYINGAGENTBIDDERS account.

8.6 The currency applicable to the CONTRACT is United States Dollar.



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8.7 The currency applicable to payment of the CONTRACT is VietnameseDong or USD. In case of the payment made by Vietnam dong, Tthe sellingexchange rate issued by Vietcombank on the date of issued Invoice will beapplied.

8.8 Telegraphic transfer shall make payments to the bank appointed by

CERTIFYING AGENTBIDDER.

8.9 COMPANY PVGASPVGAS PMCshall not be required to pay CERTIFYINGAGENTBIDDER for any services or any items to be purchased orcontracted by certifying agent if they are not specified in thisCONTRACT.

ARTICLE 9: LIABILITY AND INDEMNITY

9.1 CERTIFYING AGENTBIDDER shall indemnify, hold harmless, defend

COMPANY PVGASPVGAS PMC from and against any and all claims,suits, actions, demands, proceedings, liabilities, losses, damages,costs and expenses whatsoever caused by, and to the extent of, thenegligence or willful misconduct of the CERTIFYING AGENTBIDDERduring performance of CONTRACT including but not limited to:

(i) loss or damage to property of CERTIFYING AGENTBIDDERwhether owned, hired, leased or otherwise provided byCERTIFYING AGENTBIDDER arising from or relating to theperformance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES or;

(ii) personal injury, death or disease to any CERTIFYINGAGEBIDDERSNT'S personnel arising from or relating to theperformance of FRONT-END ENGINEERING DESIGNSERVICESCERTIFICATION SERVICES;

(iii) liability to loss or damage to property whether owned, hired,leased or otherwise and/or personal injury, death, disease ofthird party arising from or relating to the performance ofFRONT-END ENGINEERING DESIGN SERVICESCERTIFICATIONSERVICES.

9.2 COMPANY PVGASPVGAS PMCshall indemnify, hold harmless, defendCERTIFYING AGENTBIDDER from and against any and all claims,suits, actions, demands, proceedings, liabilities, losses, damages,costs and expenses whatsoever caused by, and to the extent of, thenegligence or willful misconduct of the COMPANY PVGASPVGAS PMCduring performance of CONTRACT including but not limited to:

(i) loss or damage to property of COMPANY PVGASPVGAS PMCwhether owned, hired, leased or otherwise provided byCOMPANPVGASPVGAS PMCY arising from or relating to the

performance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES or;



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(ii) personal injury including death or disease to any personemployed by COMPANY PVGASPVGAS PMC arising from orrelating to the performance of FRONT-END ENGINEERINGDESIGN SERVICESCERTIFICATION SERVICES;

(iii) liability to loss/ damage to property whether owned, hired,

leased or otherwise and/or personal injury, death, disease ofthird party arising from or relating to the performance ofFRONT-END ENGINEERING DESIGN SERVICESCERTIFICATIONSERVICES.

9.3 CERTIFYING AGENTBIDDER shall take due care in execution anddevelopment of all operations to avoid any environmental impacts ofsuch operations and shall follow strictly the LAW and regulationswith regard to the environmental protection and the pollutionconvention (latest edition as amended from time to time).

CERTIFYING AGENTBIDDER shall assume all responsibilities for,including control and removal of, and shall indemnify, defend, andhold COMPANY PVGASPVGAS PMC harmless from and against anyloss, liability, fine, penalty, cost, claims, suit, demands, judgment,award and/ or damage arising from pollution or contamination whichoriginates from and/ or is associated with CERTIFYINGAGENTBIDDERS personnel and/ or equipment and other thingsprovided by CERTIFYING AGENTBIDDER used in performance ofCONTRACT, when whether or not caused by the negligence(including sole, joint concurrent active or passive) of CERTIFYINGAGENTBIDDER. CERTIFYING AGENTBIDDER shall reimburseCOMPANY for any reasonable cost incurred by COMPANYPVGASPVGAS PMC in controlling or removing such pollutants orcontaminants.

9.4 Notwithstanding any terms and conditions stated in the CONTRACT,neither PARTY will be responsible for CONSEQUENTIAL LOSSES to theother PARTY due to its failure in executing this CONTRACT.

9.5 The indemnities provided for in this Article shall include withoutlimitation all penalties, awards, and judgments; court and arbitrationcosts; legal counsel's fees; and other reasonable expensesassociated with such claims, demands, and causes of action. APARTY covered by an indemnity shall have the right at its ownexpense to participate in its own defense with legal counsel of itsown selection. CERTIFYING AGENTBIDDER shall notify COMPANYPVGASPVGAS PMCimmediately of all accidents and/or losses relatedto the WORK and of all actual and anticipated claims related to theWORK. Each PARTY shall be primarily responsible for investigatingand handling claims based on losses for which it is responsible, butthe PARTIES shall cooperate with each other in investigating andhandling such claims.



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ARTICLE 10: INSURANCE

10.1 Commencing with the performance of its FRONT-END ENGINEERINGDESIGN SERVICES CERTIFICATION SERVICES hereunder, andcontinuing until such FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES have been completed and up to the period

of 12 (twelve) months after COMPLETION OF FRONT-ENDENGINEERING DESIGN SERVICESCERTIFICATION SERVICES,CERTIFYING AGENTBIDDER at its own cost shall maintain in firstpriority through the Vietnamese Insurance Company standardinsurance policies and hold the COMPANY PVGASPVGAS PMCharmlessagainst any claims which may arise in respect of its own employeesand its own assets as follows:

10.1.1 Professional Liability Insurance to comply with allapplicable laws with a limit of liability maximum equals

CONTRACT PRICE; and

10.1.2 Comprehensive General Liability (Third Party) insurancecovering bodily injury and/or death and/or property damagewith a limit of liability USD $1,000,000.00 (US Dollars onemillion) per occurrence combined single limit in compliancewith all applicable laws; and

10.1.3 Workman's Compensation and Employer's Liabilityinsurance to comply with all applicable laws.

10.2 CERTIFYING AGENTBIDDER shall submit certificates of the insuranceas required above to COMPANY within 30 (thirty) days afterEFFECTIVE DATE, giving evidence of the type and scope of eachinsurance. Such certificates of insurance shall provide that 30 (thirty)days written notice shall be given to the COMPANY PVGASPVGAS PMCprior to cancellation of any policy.

10.3 The COMPANYPVGASPVGAS PMC can by written notice request theCERTIFYING AGENTBIDDER to:

10.3.1 iInsure against his liability under Article 3(Obligation of the Parties),

10.3.2 iInsure against public/third party liability,

If so requested, the CERTIFYING AGENTBIDDER shall, at COMPANY's

PVGASPVGAS PMC's expense, make all reasonable efforts to effectsuch insurance with an insurer and on terms acceptable to the

COMPANYPVGASPVGAS PMC.

ARTICLE 11: DELIVERY OF DOCUMENTS

The documents issued by CERTIFYING AGENTBIDDER under thisCONTRACT: two original, one copy shall be sent to PVGASPVGAS



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PMCCOMPANY by DHL at BIDDERCERTIFYING AGENT'sS expenses toCOMPANYPVGASPVGAS PMC address as stated in Article 17 15 of thisCONTRACT within the duration of four (4) days.

11.1 For convenient purpose CERTIFYING AGENTthe BIDDER will receiveDRAWINGS for review/approval directly from the ePCI

CONTRACTORDESIGNER or from COMPANY PVGAS as appropriate.CERTTFYING AGENTThe BIDDER shall notify COMPANY PVGAS of thereceiving status of these DRAWINGS in details within 03 (three) daysafter receipt. The duration for review and approval by CERTIFYINGAGENT for each submitted DRAWINGS shall be within 07 (seven)working DAYS.

11.2 CERTIFYING AGENTThe BIDDER shall notify COMPANY PVGAS and/orDESIGNERePCI CONTRACTOR by cable, telex or facsimile as soon aspossible but not later than 02 (two) working days after sending ofDOCUMENTS or DRAWINGS the following information.

- Contract number.

- Date of receiving of DRAWINGS fromCOMPANYPVGAS/DESIGNERePCI CONTRACTOR.

- Number Date of DHL Bill of sending of DOCUMENTS orDRAWINGS.

- Detailed list of sent DOCUMENTS or DRAWINGS.

11.3 The above mentioned information as stated in item 11.3 will be

handed over to COMPANY PVGAS by CERTIFYING AGENTBIDDERbefore the arrival date of DOCUMENTS/DRAWINGS. Any delay innotice submission that may cause delay in payment is CERTIFYINGAGENT'SBIDDERs responsibility.

11.4 CERTIFYING AGENTThe Bidder is responsible for sending ofDOCUMENTS/DRAWINGS to a wrong address due to incompletemarking and any kind of losses and/or damages of theDOCUMENTS/DRAWINGS arising out of improper or insufficientpacking protection. Should the damages of DOCUMENTS/DRAWINGSdo not arise from CERTIFYING AGENT'Sthe BIDDERs faults COMPANY

PVGAS will assist CERTIFYING AGENTBIDDER in obtaining of theDOCUMENTS/DRAWINGS for re-approval.

11.5 CERTIFYING AGENTThe BIDDER is responsible for issuing Certificatesof the Mechanical Completion, CERTIFICATE OF SAFE OPERATION forITEMIZED FACILITIES/PROJECT within 7 (seven) DAYS when theseworks is satisfactorily completedas stated in Appendix 1.

ARTICLE 12: FORCE MAJEURE

12.1 Should any circumstance, which is unforeseeable and beyond thecontrol of both PARTIES, arise preventing either PARTY from wholly orpartially carrying out his obligations under this CONTRACT, the time



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stipulated for the performance of the obligations of the CONTRACTshall be extended for and as long as the period of consequence ofForce Majeure lasts. Force Majeure shall mean fire, acts of God,earthquake, war, military actions of any like nature etc., but shall notmean the insolvency of either PARTY.

12.2 Both COMPANY PVGASPVGAS PMC and CERTIFYING AGENTBIDDERshall make all efforts to eliminate the situation of Force Majeure assoon as possible. If the situation of Force Majeure cannot beeliminated, the PARTIES shall meet immediately to find a suitablesolution taking into account the interests of both PARTIES

12.3 In the event these Force Majeure circumstances continue for morethan 90 (ninety) DAYS from the date on which such Force Majeureevent was first notified by the PARTY, either PARTY shall have theright to terminate this CONTRACT in whole or in part withoutindemnification of any losses of the other PARTY.

12.4 The PARTY unable to carry out his obligations under this CONTRACTdue to Force Majeure circumstances shall immediately advise theother PARTY. Delay in information above 10 (ten) days from thebeginning and cessation of the Force Majeure circumstances deprivesthe PARTY claiming for Force Majeure of the right reflecting to it infuture.

12.5 The PARTY claiming Force Majeure shall substantiate to the otherPARTY's satisfaction that there has been an event referred to underArticle 12.1 hereof together with certificate issued by the Chamber ofCommerce of the country, where the Force Majeure circumstancestake place declaring the effect and duration of such circumstances.

12.6 CERTIFYING AGENT'SBIDDERrs difficulties such as shortages ofmaterials, electric power, labor, etc. shall not be considered as ForceMajeure.

12.7 Neither PARTY shall be responsible for any loss or damage of anykind for a failure or delay in performance of any obligation if suchfailure or delay is attributable to the Force Majeure cases stated in

Article 12.1.

ARTICLE 13: SUSPENSION OR TERMINATION OF THECONTRACT

13.1 The COMPANYPVGASPVGAS PMC has the right to suspend all or partof the SERVICES or terminate the CONTRACT as follows:

13.1.1 Convenience: The COMPANYPVGASPVGAS PMC mayterminate this CONTRACT for its convenience at any time and

without cause, on 30 (thirty) day written notice toBIDDERCERTIFYING AGENT.



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13.1.2 Force Majeure: If an event of Force Majeure circumstancecontinues for more than 90 (ninety) DAYS after the notice ofthe Force Majeure circumstance is given by written notice toCERTIFYING AGENTBIDDER.

13.1.3 Default: If delay in performing of FRONT-END

ENGINEERING DESIGN SERVICES the CERTIFICATION SERVICESexceeds two (2) weeks against the stipulated duration asstated in this CONTRACT, COMPANYPVGASPVGAS PMC has theright to cancel the CONTRACT.

13.2 In the case of termination of the CONTRACT by PVGASPVGAS PMCtheCOMPANY for convenience pursuant to Article 13.1.1: (i)PVGASPVGAS PMCthe COMPANY shall pay to BIDDERthe CERTIFYINGAGENT for all actual costs and expenses incurred or to be paid to thedate of termination and (ii) the COMPANYPVGASPVGAS PMC shall

reimburse to BIDDERthe CERTIFYING AGENT its costs ofdemobilization such as the costs of returning the servants and agentsof the CERTIFYING AGENTBIDDER to those locations where theyresided before mobilization under this CONTRACT or to any otherdestination no more costly.

13.3 In the case of termination of the CONTRACT by theCOMPANYPVGASPVGAS PMC due to Force Majeure circumstancespursuant to Article 13.1.2: PVGASPVGAS PMCthe COMPANY shall paythe CERTIFYING AGENTBIDDER for all actual costs and expensesunder provisions of Article 8 incurred or to be paid to the date of first

notice of Force Majeure circumstance.

13.4 In the case of termination of the CONTRACT pursuant to Articles13.1.3: the BIDDERCERTIFYING AGENT shall not be entitled to receiveany further payment and the COMPANY shall be entitled to call forPerformance Bond.

13.5 Termination of the CONTRACT shall not prejudice or affect theaccrued rights or claims and liabilities of the PARTIES as set forthherein.

13.6 PVGAS PVGAS PMCCOMPANY reserve the right to suspend FRONT-END ENGINEERING DESIGN SERVICES the CERTIFICATION SERVICESupon 10 (ten) DAYS written notice to BIDDERthe CERTIFYING AGENT.

ARTICLE 14: LIQUIDATED DAMAGES

14.1. In the event that CERTIFYING AGENT breaches any obligation underthis CONTRACT and, in particular, provides CERTIFICATION SERVICESwhich are defective or erroneous, CERTIFYING AGENT shall be liablefor:

(a) Re-perform, without cost to COMPANY, any particular part ofCERTIFICATION SERVICES rendered hereunder which is proved



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to be defective or erroneous and is so notified to CERTIFYINGAGENT by COMPANY within the period from the EFFECTIVEDATE up to COMPLETION OF CERTIFICATION SERVICES, and

(b) Pay liquidated damages to COMPANY for any delay in deliveryof DOCUMENTS, in accordance with Article 11, at the rate of

zero point five percent (0,5%) of the CONTRACT PRICEdescribed in Article 6.1 for every week delay, up to amaximum compensation or damages payable of 10% (tenpercent) of the CONTRACT PRICE .

(c) Compensation of damages and losses, caused to COMPANY byany breach or defective or erroneous CERTIFICATIONSERVICES provided by CERTIFYING AGENT in the sum of suchactual damages and losses with limit of amount paid toCERTIFYING AGENT under the CONTRACT.

14.2. The rate of liquidated damages is not subject to any alteration byarbitration.

14.3. The amount of liquidated damages is to be deducted by COMPANYfrom CERTIFYING AGENT's invoices while effecting the payment orotherwise to be paid by T/T (Telegraphic Transfer) by CERTIFYINGAGENT immediately upon receipt of COMPANY's request.

ARTICLE 15: INTERRELATIONSHIP AMONG COMPANY,ePCI CONTRACTOR AND CERTIFYING AGENT

15.1 The ePCI CONTRACTOR shall undertake the WORKS in accordancewith the ePCI CONTRACT and specifically in accordance with theRegulations, Codes and Standards provided in the ePCI CONTRACT.

15.2 The COMPANY will contract with the CERTIFYING AGENT to providethe FINAL CERTIFICATE for ITEMIZED FACILITIES and whole PROJECT.

This will include certification of the Engineering, Procurement/Fabrication, Installation/Construction, hook-up, Pre-commissioning (tilldewatering) which will be done by ePCI CONTRACTOR andcommissioning and Start-up Activities done by the COMPANY.

15.3 The ePCI CONTRACTOR will undertake to perform the works incompliance with the required Codes and Standards, and theCERTIFYING AGENT's requirements. The ePCI CONTRACTOR maycommunicate directly with the CERTIFYING AGENT to supply thenecessary data and request the necessary approvals for the WORKSprovided always that copies of all correspondence (includingDRAWINGS, DOCUMENTS, etc.) shall be simultaneously sent to theCOMPANY.

15.4 The ePCI CONTRACTOR will provide all necessary DRAWINGS to the

CERTIFYING AGENT in a timely manner.



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15.5 The CERTIFYING AGENT will work with the COMPANY and the ePCICONTRACTOR to define the certification requirements for theEQUIPMENT AND MATERIALS to be purchased by the ePCICONTRACTOR. The ePCI CONTRACTOR will be responsible forpreparing the resulting specifications for inclusion in its bid packagesfor the EQUIPMENT AND MATERIALS.

15.6 The CERTIFYING AGENT will regularly examine the PROJECT, itsEQUIPMENT AND MATERIALS for conformity with the ePCI CONTRACTand for damage and/or defects during fabrication, transportation,load-out, installation, hook-up, pre-commissioning, commissioningand start-up activities. In the event that the PROJECT and itsEQUIPMENT AND MATERIALS fail to comply with the ePCI CONTRACTor have suffered damage and/or defects according to the results of anexamination of the CERTIFYING AGENT, the ePCI CONTRACTORundertakes to carry out the non-destructive examinations and othertests that are necessary to accurately assess the extent of thedamage and the required repair. The process shall have no impact oncost to the COMPANY or on TIME FOR COMPLETION.

CERTIFYING AGENT shall issue the CERTIFICATE OF SAFE OPERATIONfor the whole PROJECT upon satisfactory completion of the WORKS inaccordance with the CONTRACT.

ARTICLE 16: CONFIDENTIALITY

16.1 During and after execution of this CONTRACT, the CERTIFYING

AGENTBIDDER shall hold in strict confidence and not disclose to anythird parties or use for any other purpose not related to the FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES anyinformation disclosed, directly or indirectly, to BIDDERthe CERTIFYINGAGENT by the COMPANYPVGASPVGAS PMC or prepared for theCOMPANYPVGASPVGAS PMC by the BIDDERCERTIFYING AGENT, orany information disclosed, directly or indirectly, to BIDDERtheCERTIFYING AGENT by the ePCI CONTRACTOR or fabricators,manufacturers, vendors during cooperation in accordance with Article3 (Obligations of the Parties), except with COMPANY's PVGASPVGASPMC's prior written approval.

16.2 At PVGASPVGAS PMCCOMPANY's request, the CERTIFYINGAGENTBIDDER shall return all such information toCOMPANYPVGASPVGAS PMC and shall not retain any copies thereof.

16.3 BIDDER The CERTIFYING AGENT shall obtain the PVGASPVGASPMCCOMPANY's written approval prior to issuing any publicityreleases or announcements regarding the PROJECT and/or the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.



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ARTICLE 17: COMMUNICATIONS AND NOTICES

17.1 All reports and correspondence between PVGASPVGASPMCCOMPANY and CERTIFYING AGENTBIDDER or with any other partydesignated under the CONTRACT shall be in English.

17.2 All notices required or contemplated under the CONTRACT shall bemade in writing and shall be delivered in person or sent by postagepre-paid airmail or telex or fax to the addresses of the PARTIES asspecified hereafter or to such other address as the intended recipientshall previously have designated by written notice to the other PARTY.

Notice shall be effective:

a) If delivered in person - at the time of delivery,

b) If sent by telex or fax or D.H.L (or other similar courier

delivery services) - at the time of receipt in normal hours of

business day,

c) If sent by airmail, 15 (fifteen) days after the date of mailingprovided however that telex or fax is given in advance of the

mailing important letters or DOCUMENTS.

To the CERTIFYING AGENTBIDDER:

Address: ________________________________

Tel.: ________________________________Fax: ________________________________

Attn: ________________________________

To the COMPANYPVGASPVGAS PMC:

PETROVIETNAM GAS PROJECT MANAGEMENTCONSULTANT CORPORATIONMPANY

Address: ________________________________

Tel.: ________________________________Fax: ________________________________

Attn: ________________________________Address: 101 Le Loi Str, Vung tau City, VietnamTel.: +84.64.3834048Fax: +84.64.3838211

+84.64.3838356Attn: Mr. Vu Quoc Minh General Manager

The above addresses and contacts, if changed, shall be noticed toother Party in writing to be attached to the Contract.



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ARTICLE 18: ARBITRATION

18.1 Any disputes or discrepancies which may arise out of and inconnection with this CONTRACT shall be settled smoothly andamicable, based on the mutual benefit, and mutual understanding ofthe PARTIES by senior executives of the PARTIES.

18.2 In the event that the PARTIES fails to reach an amicable resolutioneither PARTY may written notice refer the dispute to arbitration, inwhich case the dispute shall be determined in accordance with therules of Conciliation and Arbitration of the International Chamber ofCommerce and based on Law of S.R.Vietnam.

18.3 The Place of the arbitration shall be Vietnam International ArbitrationCentre (VIAC) at the Chamber of Commerce and Industry of Vietnamin Ha NoiHo Chi Minh, S.R. Vietnam.

18.4 All the documents and the proceedings of arbitration shall be inEnglish.

18.5 The decision of the arbitration shall be final and binding upon bothPARTIES.

18.6 All expenses in connection with the arbitration shall be decided bythe arbitrator.

18.7 Arbitration may be commenced prior to or after COMPLETION OFSERVICES provided that the obligations ofthe COMPANYPVGASPVGASPMC and CERTIFYING AGENTBIDDER shall not be altered by reason ofthe arbitration being conducted during the progress of the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.

18.8 The Law of the CONTRACT shall be law of S.R. Vietnam.

ARTICLE 19: GENERAL PROVISIONS

19.1 Entire CONTRACT: These Terms and Conditions and Appendicesattached hereto constitute the entire CONTRACT between the

COMPANYPVGASPVGAS PMC and the CERTIFYING AGBIDDERENT. Allprevious documents, undertaking and agreements, written orotherwise, between the PARTIES are hereby canceled, except as thesame may be made part of this CONTRACT in accordance with itsterms, including the terms of Appendices.

19.2 Language: The language to be used for the performance of theFRONT-END ENGINEERING DESIGN SERVICES CERTIFICATIONSERVICES shall be English.

19.3 Except as otherwise expressly provided in this CONTRACT,modifications or amendments to this CONTRACT must be in writingand executed by a duly authorized representative of both PARTIES.



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19.4 In the event that any provision or all of this CONTRACT is held to bevoid or unenforceable, the PARTIES will negotiate in good faith toreplace such invalid or unenforceable provision by equitable valid andenforceable provisions which shall correspond as closely as possibleto the original intentions of the PARTIES.

19.5 This CONTRACT is made in six (6) originals, two (2) of which isretained by CERTIFYING AGENTBIDDER and four (4) of which isretained by COMPANYPVGASPVGAS PMC.

FOR PVGASPVGASPMCCOMPANY

FOR CERTIFYING AGENTBIDDER