**INDEX**

**STATEMENTS**

**CLAUSES**

**FIRST. OBJECTIVE AIM OF THE CONTRACT**

**SECOND. AMOUNT OF THE CONTRACT**

**THIRD. FORM OF PAYMENT**

**FOURTH. ASSIGNMENT OF COLLECTION RIGHTS**

**FIFTH. RETENTIONS**

**SIXTH. FINANCIAL EXPENSES**

**SEVENTH. PAYMENTS IN EXCESS**

**EIGHTH. COSTS ADJUSTMENT**

**NINTH. ECONOMIC PENALTIES AND CONTRACT PENALTIES**

**TENTH. EXECUTION TERM**

**ELEVENTH. TERM**

**TWELFTH. EXTENSION TO COMPLETION DATE**

**THIRTEENTH. SERVICES FOR ADDITIONAL AMOUNTS OR DUE TO CONCEPTS NOT
FORESEEN IN THE CONCEPTS CATALOGUES**

**FOURTEENTH. MODIFICATIONS ON THE CONTRACT**

**FIFTEENTH. ACTS OF GOD OR FORCE MAJEURE**

**SIXTEENTH. GUARANTY OF CONTRACT EXECUTION AND QUALITY GUARANTY**

**SEVENTEENTH. INSURANCE POLICIES**

**EIGHTEENTH. AUTHORIZED REPRESENTATIVES**

**NINETEENTH. SUBCONTRACTING**

**TWENTIETH. RELATIONSHIPS BETWEEN THE CONTRACTOR AND ITS WORKERS**

**TWENTY FIRST. CONTRACTOR RESPONSIBILITY**

**TWENTY SECOND. SERVICES RECEPTION**

**TWENTY THIRD. RELEASE AND COMPLETION OF CONTRACT**

**TWENTY FOURTH. SUSPENSION OF CONTRACT**

**TWENTY FIFTH. ANTICIPATED COMPLETION OF CONTRACT**

**TWENTY SIXTH. ADMINISTRATIVE RESCISSION OF CONTRACT**

**TWENTY SEVENTY. PROCEDURE OF RESCISSION**

**TWENTY EIGHT. INFORMATION CONFIDENTIALITY**

**TWENTY NINTH. DIFFERENCES OF TECHNICAL OR ADMINISTRATIVE CHARACTER**

**THIRTIETH. CONCILIATION**

**THIRTY FIRST. CONTINUATION OF SERVICES**

***THIRTY SECOND. APPLICABLE LAW AND ARBITRATION***

**THIRTY THIRD. FISCAL CLAUSE**

**THIRTY FOURTH. NOTIFICATIONS**

**THIRTY FIFTH. OBLIGATIONS OF CONTRACTOR**

**THIRTY SIXTH. DOCUMENTS PRIORITY**

**THIRTY SEVENTH. ANNEXES TO THIS CONTRACT**

MIXED CONTRACT OF SERVICES RELATED WITH PUBLIC WORK ENTERED INTO BY
\[PETROLEOS MEXICANOS\].*,* IDENTIFIED HEREIN AS **\[PEMEX\]**
REPRESENTED BY ING. \_\_\_\_\_\_\_\_\_\_, IN HIS CAPACITY AS
REPRESENTATIVE AND ENGINEERING DEPUTY DIRECTOR, FOR THE CORPORATE
DIRECTION OF INGENIERÍA Y DESARROLLO DE PROYECTOS, AND
\_\_\_\_\_\_\_\_\_\_\_\_\_, INC., IDENTIFIED HEREIN AS **THE
CONTRACTOR**, REPRESENTED BY MR. \_\_\_\_\_\_\_\_\_\_\_\_\_*,* IN HIS
CAPACITY AS REPRESENTATIVE, IN AGREEMENT TO THE FOLLOWING STATEMENTS AND
CLAUSES:

+-----------------------------------------------------------------------+
| #                                                                     |
|                                                                       |
| # S T A T E M E N T S                                                 |
+-----------------------------------------------------------------------+

+----+-----------------------------------------------------------------+
| *  |                                                                 |
| *I |                                                                 |
| .- |                                                                 |
| \[ |                                                                 |
| PE |                                                                 |
| ME |                                                                 |
| X\ |                                                                 |
| ], |                                                                 |
| st |                                                                 |
| at |                                                                 |
| es |                                                                 |
| as |                                                                 |
| fo |                                                                 |
| ll |                                                                 |
| ow |                                                                 |
| s: |                                                                 |
| ** |                                                                 |
+----+-----------------------------------------------------------------+
| ## | It is a mostly state owned enterprise constituted as a variable |
|  I | capital corporation (Sociedad Anónima de Capital Variable) on   |
| .1 | the \_\_\_\_\_\_\_\_\_, as contained in public document No.     |
| .- | \_\_\_\_\_\_\_\_, issued in presence of attorney \_\_\_\_\_\_,  |
|    | head of the Notary Public office \_\_\_ for the Federal         |
|    | District and whose first attestation was recorded under number  |
|    | \_\_\_, pages \_\_\_\_\_, Volume \_\_\_, of the Commerce        |
|    | Section of the Public Registrar of Property and Commerce of     |
|    | \_\_\_\_\_\_\_\_\_ the \_\_\_\_\_\_\_\_\_\_\_\_.                |
+----+-----------------------------------------------------------------+
| *  | Their representative holds all the capacities and character to  |
| *I | enter into the contract herein. Said capacities and personality |
| .2 | are proven by means of public document No. \_\_\_\_\_\_\_\_\_   |
| .- | dated \_\_\_\_\_\_\_\_-, issued in presence of Notary Public    |
| ** | number \_\_\_\_\_\_\_\_\_, attorney \_\_\_\_\_\_\_\_\_\_\_\_,   |
|    | which has not been withdrawn, modified or limited in any way up |
|    | to the date when the contract herein was undersigned.           |
+----+-----------------------------------------------------------------+
| *  | They have the necessary authorizations to carry out the         |
| *I | investment corresponding to the services object of this         |
| .3 | contract, as proven by the authorizing official letter of multi |
| .- | annuity No. \_\_\_\_\_ dated on \_\_\_\_\_\_\_, which code is   |
| ** | \_\_\_\_\_\_\_\_\_, official letter for the release of          |
|    | investment No. \_\_\_\_\_\_\_\_ dated \_\_\_\_\_\_\_\_\_ and    |
|    | official letters on sufficient budget No. \_\_\_\_\_\_\_\_\_,   |
|    | \_\_\_\_\_ and \_\_\_\_\_\_\_\_\_, dated November               |
|    | \_\_\_\_\_\_\_\_, respectively.                                 |
+----+-----------------------------------------------------------------+
| *  | The services object of this contract were awarded by means of   |
| *1 | the procedure of direct award, according to agreement \_\_\_ of |
| .4 | ordinary session number \_\_\_\_\_dated on \_\_\_\_\_\_\_\_ of  |
| .- | the Public Works and Related Services Committee with those of   |
| ** | Petróleos Mexicanos, on the grounds of Articles 25 Section III, |
|    | 41 and 42 Section I of the Public Works and Related Services    |
|    | Law*.*                                                          |
+----+-----------------------------------------------------------------+
| *  | Their domicile for the effects of this contract is located in   |
| *I | Avenida Marina Nacional No. 329, Torre Ejecutiva 4º piso,       |
| .5 | Colonia Huasteca, Delegación Miguel Hidalgo, C.P. 11311, in     |
| .- | Mexico City, Federal District and their Federal Tax Payers      |
| ** | Registry number is \_\_\_\_\_\_\_\_\_.                          |
+----+-----------------------------------------------------------------+
| *  | They entered with Petróleos Mexicanos, (i) on \_\_\_\_\_\_\--,  |
| *1 | the Interorganisms Coordination Agreement (the "Coordination    |
| .6 | Agreement"); (ii) on the \_\_\_\_\_ day of \_\_\_\_\_\_\_\_\_,  |
| ** | the Specific Contract for the hiring, management, and execution |
|    | of the project for the \_\_\_\_\_\_\_\_\_\_\_\_\_, (the         |
|    | "Specific Contract"); and (iii) because of which **\[PEMEX\]**  |
|    | awarded to Petróleos Mexicanos said project to which the        |
|    | services object of this contract are related in order that      |
|    | Petróleos Mexicanos, through the Corporate Direction of         |
|    | Engineering and Projects Development, carries out all those     |
|    | activities needed for the hiring, execution and completion of   |
|    | the project works, until they are finished in any of the ways   |
|    | foreseen by the applicable legislation.                         |
+----+-----------------------------------------------------------------+
| *  | They have the decision issued by the Engineering Deputy         |
| *1 | Direction of the Corporate Direction of Engineering and         |
| .7 | Projects Development for Petróleos Mexicanos, dated on          |
| ** | \_\_\_\_\_\_\_\_\_ 2005, that justifies the hiring of the       |
|    | services object of the Contract herein because there is no      |
|    | quantitative nor qualitative availability of the elements,      |
|    | facilities, or skilled personnel for the offering of the        |
|    | requested Services, decision foreseen by Article 18 of the      |
|    | Public Works and Related Services Law.                          |
+----+-----------------------------------------------------------------+

  ---------------- -----------------------------------------------------------------
  **II.-** The     
  **CONTRACTOR**   
  states as        
  follows**:**     

  **II.1.-**       They are a legally constituted trade corporation with legal
                   existence as established by the legal provisions of \_\_\_,
                   United States of America, as proven by means of Corporation
                   Charter dated \_\_\_\_\_\_\_\_\_, certified by the Secretary of
                   the Corporation, \_\_\_\_\_\_\_\_, on \_\_\_\_\_\_\_\_\_\_\_\_\_,
                   issued in the presence of Notary Public of the State of
                   \_\_\_\_\_\_\_\_\_\_, in the same date, document with apostille
                   \_\_\_ of November \_\_\_\_\_\_\_\_. *.*

  **II.2.-**       Their representative holds the capacities to enter into this
                   contract, as proven by official record of the power of attorney
                   granted in a foreign country, made by means of Public Document
                   No. *\[legal document number\]*, dated *\[legal document date\]*,
                   issued in the presence of Notary Public *\[No. of Notary
                   Public\]*, for *\[Locality\]*, Attorney ***\[**Name of Notary
                   Public\]*, that have not been annulled, modified, or limited by
                   no means on the date when this contract was undersigned.

  **II.3.-**       They are an entity of *(indicate nationality)*and agrees to be
                   considered as Mexican for the purpose of this contract and not to
                   request the protection of a foreign country if they do not want
                   to waive any right derived from this contract in benefit of the
                   United Mexican States.

  **II.4.-**       Their domicile for the effects of this contract is \[legal
                   domicile of the contractor\], and his tax identify number is
                   \_\_\_\_\_\_\_\_\_\_.

  **II.5.-**       They hold the legal capacity to hire and meet the technical and
                   economic conditions to bind themselves to provide the services
                   object of this contract, and they have the necessary experience
                   for the efficient supply of said services.

  **II.6.-**       They fully know the contents and requirements established by: (i)
                   the Public Works and Related Services Law and its Regulations;
                   (ii) the laws, regulations and other administrative provisions
                   issued on the matter of public Works and services related to
                   them; (iii) the Regulation on Health and Safety of Petróleos
                   Mexicanos and as applicable from the Normative Framework on
                   Industrial Safety, Labor Health, Environmental Protection, and
                   Energy Saving of Petróleos Mexicanos and Subsidiary Organisms;
                   (iv) the work procedures, the project, the execution Schedule,
                   the monthly amount due to the services derived therein; and (v)
                   the progress warranty and scheduled payments, the Concepts
                   Catalogue duly undersigned by the parties, are constituent
                   elements of this contract.

  **II.7.-**       They have fully inspected the site where the services object of
                   this contract will be carried out in order to consider all
                   factors involved in the supply of those services, and that they
                   agree with the technical specifications provided by **\[PEMEX\]**
                   and all the documents that constitute part of said
                   specifications.

  **II.8.-**       They meet all the necessary legal requirements to enter into this
                   contract, and they are not in any of the assumptions foreseen by
                   Articles 51 and 78 of the Public Works and Related Services Law.

  **II.9.-**       They are not permanently established in the country and, during
                   the life of this contract, they have no intentions to permanently
                   establish in the country. Nevertheless, in case of permanently
                   establishing in the country according to the applicable
                   legislation, they commit themselves to notify Secretaría de
                   Hacienda y Crédito Público (Ministry of Treasury and Public
                   Credit), Servicio de Administración Tributaria (SAT) (Fiscal
                   Management Service) and **\[PEMEX\]***,* as well as observing the
                   fiscal obligations in the Mexican Republic.
  ---------------- -----------------------------------------------------------------

In consideration of the preceding statements, the parties herein bind
themselves to the following:

+-----------------------------------------------------------------------+
| #                                                                     |
|                                                                       |
| # C L A U S E S                                                       |
+-----------------------------------------------------------------------+

+-------+--------------------------------------------------------------+
| ##### | **OBJECTIVE OF THE CONTRACT.-** **\[PEMEX\]**, requires and  |
| ####  | the **CONTRACTOR** binds himself to supply in agreement with |
| FIRST | this contract and its annexes, the services that consist in: |
|       | "\[PURPOSE OF THE CONTRACT\]."                               |
|       |                                                              |
|       | The services to be carried out on the basis of unit prices   |
|       | and lump sum are described in Annex "\_", in this contract.  |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | The **CONTRACTOR's** obligations derived from this contract, |
|       | include all the services not explicitly stipulated or        |
|       | described therein, but resulting necessary or appropriate in |
|       | order to meet the scope in agreement with their              |
|       | specifications and they are included in the amount of the    |
|       | contract.                                                    |
+-------+--------------------------------------------------------------+
| **SEC | **AMOUNT OF THE CONTRACT*. -*** The total amount of this     |
| OND** | contract is: *\[contract total\]*. Said amount is a fixed    |
|       | amount and is not subject to any adjustment, and it covers   |
|       | all the services to be supplied in agreement to this         |
|       | contract, even if they are not expressly stated in the       |
|       | contract provisions, but necessary to meet the objective of  |
|       | the contract.                                                |
|       |                                                              |
|       | The parties agree that, from said total amount, the total of |
|       | \$*\[contract total\]* shall correspond to the part of the   |
|       | services to be carried out on the basis of unit prices and   |
|       | the amount of \$*\[contract total\]* shall correspond to the |
|       | part of services to be carried out under a lump sum.         |
|       |                                                              |
|       | The amount corresponding to the services to be carried out   |
|       | under a lump sum is a fixed amount, it is not subject to any |
|       | adjustment and it covers all services to be carried out      |
|       | under said mode, even if they are not specifically mentioned |
|       | in the contract provisions but necessary to meet the         |
|       | objective of the contract.                                   |
|       |                                                              |
|       | The budget allotted for this fiscal year is in the amount    |
|       | of: \$*\[Amount\]*                                           |
+-------+--------------------------------------------------------------+
| **TH  | **FORM OF PAYMENT.-** The parties of this contract agree     |
| IRD** | that the total amount of the contract will be covered by     |
|       | **\[PEMEX\]**to the **CONTRACTOR** as follows:               |
|       |                                                              |
|       | 1.  About the part of the amount corresponding to the        |
|       |     services to be carried out on the basis of unit prices,  |
|       |     the **CONTRACTOR** will receive from **\[PEMEX\]**, the  |
|       |     total that results from applying unit prices on the      |
|       |     amounts of services carried out as the total payment per |
|       |     unit of completed service, carried out according to the  |
|       |     corresponding specifications and reference conditions.   |
|       |                                                              |
|       | 2.  About the amount corresponding to the services to be     |
|       |     carried out at a lump sum, the **CONTRACTOR** will       |
|       |     receive from **\[PEMEX\]***,* as payment*:*              |
|       |                                                              |
|       | > The total per main service activity according to the       |
|       | > progress certificate and scheduled payments (Annex \_\_)   |
|       | > and the execution schedule (Annex \_\_) and to carried out |
|       | > according to this contract's specifications.               |
|       |                                                              |
|       | The total to be paid due to the services object of this      |
|       | contract will be calculated by means of estimations that     |
|       | will cover monthly periods and will be presented by the      |
|       | **CONTRACTOR** in the headquarters of the services, together |
|       | with the documents proving the origin of that payment,       |
|       | within the next 6 (six) calendar days after the closing      |
|       | date, which will take place on the last day of every month;  |
|       | if estimates are not presented in the aforementioned term,   |
|       | the corresponding estimate will be presented in the          |
|       | following closing date, without giving rise to claiming the  |
|       | expenses and/or financial costs from the **CONTRACTOR.**     |
|       |                                                              |
|       | In the analysis and calculation of amounts to be paid, the   |
|       | applicable duties and taxes will be considered as            |
|       | established by the fiscal legislation terms. The             |
|       | **CONTRACTOR** will be the only one responsible that the     |
|       | invoices presented for payment meet the administrative and   |
|       | fiscal requirements, and therefore the delay of payment of   |
|       | any of these or due to the wrong or late presentation shall  |
|       | not be a reason to request the payment of financial payments |
|       | indicated in Article 55 of the Public Works and Related      |
|       | Services Law.                                                |
|       |                                                              |
|       | The date for the presentation of estimates before the        |
|       | service residence shall be recorded in the log.              |
|       |                                                              |
|       | The estimations per executed services shall be paid by       |
|       | **\[PEMEX\]***,* at their sole responsibility, in a term no  |
|       | longer than 20 (twenty) calendar days, considered as of the  |
|       | date when authorized by the services residence, date that    |
|       | shall be recorded in the service log and the estimations     |
|       | themselves.                                                  |
|       |                                                              |
|       | The payments made to the **CONTRACTOR** will be invariably   |
|       | made through an automatic bank deposit to the authorized     |
|       | credit institution to be made in the United States of        |
|       | America selected by the **CONTRACTOR**, who shall inform to  |
|       | **\[PEMEX\]** in writing directly in the single window       |
|       | located in the Finance Coordination of **\[PEMEX\]**,        |
|       | located in \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_., before the first |
|       | payment made under the protection of this contract.          |
|       |                                                              |
|       | The estimations and liquidation, even if they were paid,     |
|       | will not be considered as a full acceptance of the services  |
|       | because **\[PEMEX\]** specifically withholds the right to    |
|       | claim for pending services or ill performed services and*,*  |
|       | if applicable, the payment in excess being made.             |
|       |                                                              |
|       | Only in the case of the corresponding portion for the        |
|       | services carried out on the basis of unit prices, the        |
|       | payment of the cost adjustments and the financing cost will  |
|       | be made on the estimations after the month when the granted  |
|       | adjustment was granted, by applying the itemized increment   |
|       | corresponding to every type of adjustment to the total of    |
|       | estimations; the most recent ones to be authorized will be   |
|       | applied. All the granted adjustment factors must be          |
|       | accumulated.                                                 |
|       |                                                              |
|       | The payment of authorized estimations of duly proven non     |
|       | recoverable expenses will be made according to the terms and |
|       | conditions of paragraph two of Article 54 of the Public      |
|       | Works and Related Services Law. No additional cost in the    |
|       | concept of indirect costs, financing costs or invalidity     |
|       | costs shall be applicable over the resulting amount.         |
|       |                                                              |
|       | When the **CONTRACTOR** receives the payment**,** the        |
|       | **CONTRACTOR** will have 15 (fifteen) calendar days to       |
|       | disagree on any aspect regarding the payment. After this     |
|       | period transpires and no claim was filed, payment will be    |
|       | considered as definitively accepted and the **CONTRACTOR**   |
|       | will release **\[PEMEX\]** from any obligation related with  |
|       | said payment.                                                |
+-------+--------------------------------------------------------------+
| **FOU | **ASSIGNMENT OF COLLECTION RIGHTS. -** The **CONTRACTOR**    |
| RTH** | may not assign the right and obligations derived from this   |
|       | contract in a partial or total way in favor of any other     |
|       | individual or corporation, with exception of the collection  |
|       | rights on the estimations due to supplied services, in which |
|       | case the **CONTRACTOR** will require **\[PEMEX\]** ´s        |
|       | written consent **that** will decide as pertinent within a   |
|       | term of 15 (fifteen) calendar days as of the date they are   |
|       | presented. In case that the aforementioned term ends without |
|       | a written answer from **\[PEMEX\]** to the **CONTRACTOR's**  |
|       | request, said answer will be considered as not issued.       |
|       |                                                              |
|       | If as derived from the cession of the collections rights     |
|       | requested by the **CONTRACTOR** there is a delay in payment, |
|       | the payment of financial expenses mentioned in Article 55 of |
|       | the Public Works and Related Services Law will not take      |
|       | place.                                                       |
+-------+--------------------------------------------------------------+
| **FI  | **WITHHOLDINGS. -** The **CONTRACTOR** accepts that form the |
| FTH** | estimations paid to him, an amount is withheld in every one  |
|       | of them in the amount of FIVE PER ONE THOUSAND of the total  |
|       | of services provided, which will be used for the Ministry of |
|       | Public Service in the concept of rights due to the           |
|       | inspection, security, and control of services rights that    |
|       | **\[PEMEX\]** WILL HAND IN TO THE Federation Treasury in     |
|       | agreement of Article 191 of the Federal Rights Law.          |
+-------+--------------------------------------------------------------+
| **SI  | **FINANCIAL EXPENSES.-** In case of omission to pay the      |
| XTH** | estimations, **\[PEMEX\],** as requested by the              |
|       | **CONTRACTOR**, will pay the financial expenses at a rate    |
|       | equal to that established by the Federation Income Law in    |
|       | case of extension for the payment of fiscal credits. Said    |
|       | expenses will start to be generated when the parties have    |
|       | defined the total amount to be paid and they will be         |
|       | calculated on the unpaid amounts, which will be computed in  |
|       | calendar days from the date they are established and until   |
|       | the date when they are once again presented before the       |
|       | **CONTRACTOR**, in agreement with Article 55 of the Public   |
|       | Works and Related Services Law.                              |
+-------+--------------------------------------------------------------+
| *     | **PAYMENTS IN EXCESS.-** In case of payments in excess       |
| *SEVE | received by the **CONTRACTOR**, the **CONTRACTOR** will pay  |
| NTH** | back the amounts paid in excess plus the corresponding       |
|       | interests in agreement to what is established in clause      |
|       | sixth of this contract. The charges will be calculated on    |
|       | the amounts paid in excess in every case and they will be    |
|       | computed in calendar days, from the date when the payment    |
|       | was made and until the date when the amounts are actually    |
|       | available to **\[PEMEX\]**.                                  |
|       |                                                              |
|       | Payment in excess will not be considered as such when the    |
|       | differences resulting in the charges made by the             |
|       | **CONTRACTOR** are compensated in the following estimation,  |
|       | or in the settlement, if said payment was not previously     |
|       | identified.                                                  |
+-------+--------------------------------------------------------------+
| **EIG | **COSTS ADJUSTMENT. -** : It is agreed that should           |
| HTH** | conditions not foreseen in this Contract rise, which may     |
|       | result in an increase or decrease of costs that, according   |
|       | to the portion of unit prices established for this Contract, |
|       | would result from services not supplied. Said costs may be   |
|       | reviewed annually, in the understanding that any increase or |
|       | decrease agreed by the parties must be recorded in writing.  |
|       |                                                              |
|       | The parties agree that in case of the adjustment to costs as |
|       | mentioned in this clause, the applicable rate will be as     |
|       | published by the "U.S. Department of Labor- Bureau of Labor  |
|       | Statistics" ("BLS"), for the series identified as ECU10002A  |
|       | "Employment Cost Index (ECI) - Compensations for the private |
|       | industry (not seasonally adjusted) Percentage change for the |
|       | 12 months", or its substitution..                            |
|       |                                                              |
|       | Unit prices will be adjusted every year by applying the ECI  |
|       | rate corresponding to the third quarter for unit prices in   |
|       | force during the year in question. This means that the rate  |
|       | to be considered for the adjustment will be the published    |
|       | percentual change corresponding to the immediately preceding |
|       | 12-month period (yearly percent change). Said adjustment     |
|       | will be in force according to what is established by Article |
|       | 106 of the Regulations for the Public Works and Related      |
|       | Services Law.                                                |
|       |                                                              |
|       | Likewise, the parties agree that the agreed unit prices will |
|       | be adjusted according to the indications in this clause up   |
|       | to a maximum percentage equivalent to \_\_\_% of the total   |
|       | amount of this Contract.                                     |
|       |                                                              |
|       | **The CONTRACTOR** must promote the adjustment of costs when |
|       | the percentage is on the rise. If the percentage tends to    |
|       | decrease it will be **\[PEMEX\]** who promotes the           |
|       | adjustment of costs.                                         |
|       |                                                              |
|       | For the effects of the aforementioned, the **CONTRACTOR,**   |
|       | within 60 (sixty) calendar days after the publication of the |
|       | corresponding rates applicable to the third quarter of the   |
|       | year, will present a written request of cost adjustments to  |
|       | **\[PEMEX\]**. The parties expressly agree that after said   |
|       | term, the **CONTRACTOR'S** right to claim the payment        |
|       | expires.                                                     |
|       |                                                              |
|       | The authorization of the adjustments to costs resulting from |
|       | the application of this clause will be made by **\[PEMEX\]** |
|       | by means of am official resolution letter agreeing to the    |
|       | corresponding increase or reduction. In consequence, no      |
|       | further agreement has to be signed.                          |
+-------+--------------------------------------------------------------+
| **NI  | **ECONOMIC PENALTIES Y CONTRACTUAL PENALTIES.-** The parties |
| NTH** | who undersign this contract agree that in case of causes     |
|       | attributable to the **CONTRACTOR** there are delays in the   |
|       | supply of the services according to the agreed execution     |
|       | schedule, **\[PEMEX\],** will apply the following            |
|       | conventional penalties:                                      |
|       |                                                              |
|       | 1.  **ECONOMIC PENALTY.** In case that the **CONTRACTOR**,   |
|       |     within the term of execution of services and due to      |
|       |     causes attributable to him, delays in the execution of   |
|       |     said services according to partial dates established in  |
|       |     the approved execution schedule, **\[PEMEX\],** will     |
|       |     apply an economic withholding on the estimation in       |
|       |     process on the date when the delay is identified, which  |
|       |     will be equivalent to 0.\_% (zero point \_\_\_ per cent) |
|       |     on the accumulated monthly difference of the scheduled   |
|       |     services in contrast to services executed.               |
|       |                                                              |
|       | > If in the immediately following month, after a month when  |
|       | > a withholding was made, **\[PEMEX\],** when comparing the  |
|       | > services executed and the services scheduled, finds that   |
|       | > the **CONTRACTOR** has not made up for the preceding       |
|       | > delays, a penalty will be applied with the corresponding   |
|       | > amount withheld as follows:                                |
|       | >                                                            |
|       | > a\) If greater than the previously withheld amount, only   |
|       | > the difference between both amounts will be withheld.      |
|       | >                                                            |
|       | > b\) If less than the previously withheld amount, the       |
|       | > difference between both amounts withheld will be refunded. |
|       | >                                                            |
|       | > c\) If it is equal to the previously amount withheld, no   |
|       | > additional amount will be withheld or refunded due to that |
|       | > concept. Therefore, the amount equivalent to the amount    |
|       | > withheld the previous month will stay in the hands of      |
|       | > **\[PEMEX\]**.                                             |
|       | >                                                            |
|       | > When **\[PEMEX\],** in agreement to the aforementioned,    |
|       | > refunds any amount to the **CONTRACTOR** after having made |
|       | > up for delays, no financial expense will be generated.     |
|       | >                                                            |
|       | > On the date agreed for the completion of services,         |
|       | > **\[PEMEX\]** will make sure that the **CONTRACTOR** has   |
|       | > completed all services. If, as a result of said            |
|       | > verification, **\[PEMEX\]** finds that the **CONTRACTOR**  |
|       | > did not make up for the delays incurred, the economic      |
|       | > withholding applied because of said concept will be final. |
|       | >                                                            |
|       | > In spite of the aforementioned, in case that on the agreed |
|       | > date for the completion of services, **\[PEMEX\]** decides |
|       | > to demand the **CONTRACTOR** to conclude said services     |
|       | > and, as a result, applying the conventional sanctions      |
|       | > agreed in paragraph 2 of this clause, **\[PEMEX\],** for   |
|       | > the application of said sanctions, will charge the amount  |
|       | > corresponding to the final amounts withheld up to the      |
|       | > amount said withholding can cover in the understanding     |
|       | > that, if the final amount withheld is insufficient,        |
|       | > **\[PEMEX\]** will discount from the estimations being     |
|       | > processed the amounts corresponding to the conventional    |
|       | > penalties indicated in paragraph 2 of this clause.         |
|       |                                                              |
|       | 2.  **CONVENTIONAL PENALTY FOR FAILURE TO FULFILL ON THE     |
|       |     DATE SCHEDULED FOR THE COMPLETION OF SERVICES.** In case |
|       |     the **CONTRACTOR** does not conclude the services on the |
|       |     agreed date for their completion, the **CONTRACTOR**     |
|       |     acknowledges and accepts that **\[PEMEX\]** may have the |
|       |     option to demand the enforcement of this contract and,   |
|       |     in consequence, apply a conventional penalty for every   |
|       |     day of delay as of the day after the date agreed for the |
|       |     completion of the services. The conventional penalty     |
|       |     will be effective in the corresponding estimation.       |
|       |                                                              |
|       | > Therefore, the parties agree that for the calculation of   |
|       | > the conventional penalty established, **\[PEMEX\]** will   |
|       | > apply 0.\_% (zero point \_\_\_ per cent) on the amount     |
|       | > equivalent to the services still pending to be supplied.   |
|       | > For the effects of the calculation of the amount of the    |
|       | > services pending to be supplied, the parties agree that it |
|       | > will be considered as the basis for the calculation of the |
|       | > penalty, the amount represented by the pending services on |
|       | > the date agreed for their completion; in the understanding |
|       | > that said amount will progressively be reduced according   |
|       | > to the monthly progress in the supply of services provided |
|       | > by the **CONTRACTOR** until its total execution.           |
|       | >                                                            |
|       | > Both penalties will be applied in the estimations          |
|       | > generated by the **CONTRACTOR**. If the event that in none |
|       | > of the two preceding cases would it possible to apply the  |
|       | > penalties established, the **CONTRACTOR** has the          |
|       | > obligation to deliver to **\[PEMEX\],** through            |
|       | > **certified check,** the amount corresponding to those     |
|       | > penalties, otherwise the guaranty of failure to comply     |
|       | > will be applied.                                           |
|       | >                                                            |
|       | > If **\[PEMEX\]** decides to demand the enforcement of this |
|       | > contract according to Article 1846 of the Federal Civil    |
|       | > Code, of substituting application, the **CONTRACTOR** must |
|       | > present the written consent of the bonding institution     |
|       | > about the guaranties of this contract, indicating the term |
|       | > granted to meet the obligation.                            |
|       | >                                                            |
|       | > The conventional penalties established in this clause, by  |
|       | > no means may be higher, as a total, than the amount of the |
|       | > enforcement guaranty.                                      |
|       | >                                                            |
|       | > The application of said penalties will not be enforced     |
|       | > when the delay in the execution schedule is the result of  |
|       | > an act of God or Force Majeure or any cause not            |
|       | > attributable to the **CONTRACTOR,** because in said        |
|       | > condition, by mutual agreement, the pertinent              |
|       | > modifications will be made to said schedule.               |
+-------+--------------------------------------------------------------+
| **TE  | **TERM OF EXECUTION.-** The **CONTRACTOR** binds himself to  |
| NTH** | supply the services object of this contract in a term of     |
|       | \_\_\_\_ calendar days as of                                 |
|       | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ and to finish them at the   |
|       | most on \_\_\_\_\_\_\_\_\_\_\_\_\_\_*,* in agreement with    |
|       | the execution schedule that constitutes is part of this      |
|       | contract as Annex **"\_"**.                                  |
+-------+--------------------------------------------------------------+
| **    | **DURATION. -** This contract will be in force as of the     |
| ELEVE | date on which it is signed and until it is formalized by the |
| NTH** | legal action through which the rights and obligations of the |
|       | parties are fully extinguished.                              |
+-------+--------------------------------------------------------------+
| *     | **EXTENSION TO COMPLETION DATE.-** The completion date       |
| *TWEL | indicated in clause Tenth may be extended without modifying  |
| FTH** | the term of execution of the contract, by adapting the       |
|       | execution schedule only when the following events take       |
|       | place:                                                       |
|       |                                                              |
|       | \(a\) If an act of God or a force majeure event takes place, |
|       | duly proven, the completion date of the execution plan will  |
|       | be extended for a period of time equal to the suspension     |
|       | produced by this event, provided that a note is made in the  |
|       | log and the **CONTRACTOR** presents to **\[PEMEX\]** a       |
|       | written request of extension attached to the corresponding   |
|       | support documents, within the term of execution. If said     |
|       | request is not presented by the **CONTRACTOR** and said note |
|       | is not made in the log no extension shall be granted.        |
|       | **\[PEMEX\]** will issue its decision about the extension    |
|       | request within the next 30 (thirty) calendar days after the  |
|       | request is presented, otherwise the request will not be      |
|       | accepted. In case the extension is applicable, a written     |
|       | agreement will be formalized and it will be established in   |
|       | the updated execution schedule;                              |
|       |                                                              |
|       | \(b\) If the services or any part of the services can not    |
|       | progress or if they are delayed because of any action or     |
|       | omission of **\[PEMEX\] ,** or because of any other          |
|       | contractor working in the site, without its being the        |
|       | **CONTRACTOR** or any of its sub-contractors, the date of    |
|       | completion for the execution schedule will be extended for a |
|       | period of time equal to the period when the services or any  |
|       | part of them are suspended, only if a note is made in the    |
|       | log and the **CONTRACTOR** presents to **\[PEMEX\]** a       |
|       | written request of extension attached to the corresponding   |
|       | support documents within the term of execution. If said      |
|       | request is not presented by the **CONTRACTOR** and said note |
|       | is not made in the log no extension shall be granted. In the |
|       | case that it is proven that the event can be attributed to   |
|       | **\[PEMEX\]** it will issue its decision about the extension |
|       | request within the next 30 (thirty) calendar days after the  |
|       | request is presented, otherwise the request will not be      |
|       | accepted. In case the extension is applicable, a written     |
|       | agreement will be formalized through the circumstantial      |
|       | minute and it will be established in the updated execution   |
|       | schedule; and                                                |
|       |                                                              |
|       | \(c\) In case that **\[PEMEX\]** instructs the suspension of |
|       | services, actions will take place as stated in the twenty    |
|       | fourth clause.                                               |
+-------+--------------------------------------------------------------+
| **TH  | **SERVICES FOR ADDITIONAL AMOUNTS OR DUE TO CONCEPTS NOT     |
| IRTEE | FORESEEN IN THE CONCEPTS CATALOGUES.-** For the part of      |
| NTH** | services of this contract to be supplied on the basis of     |
|       | unit prices, the parties agree that if during the term of    |
|       | the contract **\[PEMEX\]** requires the execution of         |
|       | additional amounts of service or services due to concepts    |
|       | not foreseen in the concepts catalogue or if the             |
|       | **CONTRACTOR** identifies the need of executing them, the    |
|       | latter will only be able to execute them after getting a     |
|       | written authorization or after the service resident makes a  |
|       | note in the log, with exception to the emergency cases where |
|       | it is not possible to wait for its authorization.            |
|       |                                                              |
|       | In case that the events indicated in this clause actually    |
|       | take place, the **CONTRACTOR**, once the services have been  |
|       | executed, will be able to prepare its estimations and        |
|       | present them to the service resident in the next estimation. |
|       | **\[PEMEX\]** will be able to authorize the payment of       |
|       | estimations for the services executed.                       |
|       |                                                              |
|       | In the case of additional amounts, they will be paid at the  |
|       | unit prices originally agreed on this contract. In the case  |
|       | of concepts not foreseen in the reference terms, their unit  |
|       | prices will be agreed and authorized before their payment,   |
|       | according to what is provided in Articles 76, 77, 78 and     |
|       | other applicable Articles of the Regulation of the Public    |
|       | Works and Related Services Law.                              |
+-------+--------------------------------------------------------------+
| **FO  | **MODIFICATIONS TO THE CONTRACT. -** For the part of         |
| URTEE | services to be executed on the basis of unit prices, due to  |
| NTH** | reasons supported and through written agreement, the amount  |
|       | and/or term of the contract corresponding to said term may   |
|       | be modified according to the provisions of Article 59 of the |
|       | Public Works and Related Services Law and Articles 69        |
|       | through 80 of its regulation.                                |
|       |                                                              |
|       | Concerning the portion of services executed at a lump sum,   |
|       | the parties agree that this portion will be modified neither |
|       | in its amount nor in its term. However, if after the award   |
|       | of this contract there are general economic circumstances    |
|       | outside of the responsibility of the parties, the provisions |
|       | in article 59 of the Public Works and Related Services Law   |
|       | will apply.                                                  |
+-------+--------------------------------------------------------------+
| **F   | **ACTS OF GOD OR FORCE MAJEURE.-** An act of God or force    |
| IFTEE | majeure are understood as those natural phenomena or actions |
| NTH** | of people outside from the will of any of the undersigned    |
|       | parties that are produced without the existence of fault or  |
|       | negligence from any of the undersigned parties, that can not |
|       | be surpassed, that can not be foreseen, or that even if they |
|       | can be foreseen they can not be prevented, that prevent the  |
|       | affected party from carrying out its obligations according   |
|       | to what is stated in this contract. Among others, an act of  |
|       | God or force majeure is considered as any strike and labor   |
|       | demonstrations (only if they were not caused or promoted by  |
|       | any of the parties), riots, quarantines, epidemics, wars     |
|       | (stated or not), blockades, civil disturbances, uprisings,   |
|       | fire (if they were not caused or contributed by the parties) |
|       | and storms.                                                  |
|       |                                                              |
|       | In the event services are suspended as a result of an act of |
|       | God or force majeure, action will take the provisions in     |
|       | clauses twelve and twenty forth of this contract will apply. |
|       |                                                              |
|       | In case of anticipated termination of the services as a      |
|       | result of an act of God or force majeure, the provisions in  |
|       | clause twenty fifth of this contract will apply.             |
+-------+--------------------------------------------------------------+
| **S   | **GUARANTY OF CONTRACT EXECUTION AND HIDDEN VICES            |
| IXTEE | GUARANTY.-**                                                 |
| NTH** |                                                              |
|       | ***INDICATE THE HEADING OF THE CLAUSE THAT APPLIES TO THE    |
|       | SPECIFIC CASE, BY SELECTING THE CORRESPONDING OPTION.***     |
|       |                                                              |
|       | **GUARANTY OF CONTRACT EXECUTION.**                          |
|       |                                                              |
|       | ***IN CASE OF A BOND***                                      |
|       |                                                              |
|       | The **CONTRACTOR**, in order to guarantee the fulfillment of |
|       | the obligations derived from this contract, delivered to     |
|       | **\[PEMEX\],** before signing the contract, a bond policy in |
|       | the amount of 10% (ten per cent) of the contract total       |
|       | issued by an authorized bonding company, payable to          |
|       | **\[PEMEX\].**                                               |
|       |                                                              |
|       | The **CONTRACTOR** expressly states:                         |
|       |                                                              |
|       | \(A\) His/its will, in case of the existence of credits in   |
|       | his/its favor against **\[PEMEX\],** to waive the right of   |
|       | compensation provided to him by the applicable substantive   |
|       | civil legislation and therefore expressly agrees that in     |
|       | case of any failure to comply with the obligations derived   |
|       | from this contract, the bond granted may be enforced, as     |
|       | well as any other balance in favor of **\[PEMEX\].**         |
|       |                                                              |
|       | \(B\) His/its agreement that the bond is paid independently  |
|       | from the fact that any type of legal recourse is filed       |
|       | before administrative or non judicial entities.              |
|       |                                                              |
|       | \(C\) His/its agreement that the bond that guarantees the    |
|       | enforcement of the contract stays in force during the        |
|       | substantiation of all judicial or arbitration procedures and |
|       | the corresponding recourses filed in relation to the         |
|       | contract, until a definite ruling is issued to cause an      |
|       | action from the pertinent authority or court.                |
|       |                                                              |
|       | \(D\) His/its agreement to oblige himself severally with     |
|       | his/its bonding company in case of a claim and, on the basis |
|       | of the right granted by Article 118 bis of the Federal Law   |
|       | of Bonding Institutions, that the exception of               |
|       | sub-judiciality will be solely justified if a stamped copy   |
|       | of the claim document is presented that proves that in the   |
|       | execution of the main action, the person under bond          |
|       | indicates this contract as the document that supports said   |
|       | action and that there is an identity between the service     |
|       | supplies claimed and the facts that support the invalidity   |
|       | of the claim, expressly waiving any other meaning that could |
|       | be given to the exception of sub-judiciality or              |
|       | demandability of the bond subject to legal or administrative |
|       | controversy between the parties to this contract; and, in    |
|       | addition, in this assumption, the bonding institution makes  |
|       | the payment of the corresponding amount on the business day  |
|       | immediately following to the expiration of the thirty        |
|       | calendar days granted by Article 93 of the Federal Law of    |
|       | Bonding Institutions to rule whether the claim is valid or   |
|       | not.                                                         |
|       |                                                              |
|       | \(E\) His/its acceptance that the guarantee of fulfillment   |
|       | stays in force until the guaranteed obligations are fully    |
|       | fulfilled to the satisfaction of **\[PEMEX\],** in the       |
|       | understanding that the agreement to release will be granted  |
|       | by means of a written document signed by **\[PEMEX\].**      |
|       |                                                              |
|       | \(F\) His/its agreement for the bonding company pays         |
|       | **\[PEMEX\]** 50% of the guaranteed amount in case it fails  |
|       | to deliver the guarantee on defects, hidden vices, and any   |
|       | other responsibility as foreseen by the Public Works and     |
|       | Related Services Law and this contract.                      |
|       |                                                              |
|       | \(G\) His/its agreement that the claim presented before the  |
|       | bonding institution due to the failure to comply with the    |
|       | contract will be duly integrated with the following          |
|       | documents:                                                   |
|       |                                                              |
|       | > 1\. - Written claim addressed to the bonding institution.  |
|       | >                                                            |
|       | > 2\. - Copy of the bond policy and modifying documents, if  |
|       | > pertinent.                                                 |
|       | >                                                            |
|       | > 3\. - Copy of the guaranteed contract and its annexes, if  |
|       | > pertinent.                                                 |
|       | >                                                            |
|       | > 4\. - Copy of the document to notify the person under bond |
|       | > about his/its non fulfillment.                             |
|       | >                                                            |
|       | > 5\. - Calculation of non fulfillment.                      |
|       |                                                              |
|       | ***IN CASE OF A STANDBY LETTER OF CREDIT***                  |
|       |                                                              |
|       | The **CONTRACTOR**, in order to guarantee the fulfillment of |
|       | obligations derived from this contract, delivered to         |
|       | **\[PEMEX\],** before undersigning this contract, an         |
|       | irrevocable standby letter of credit in the amount of 10%    |
|       | (ten per cent) of the total amount of this contract issued   |
|       | or confirmed by a banking institution authorized to carry    |
|       | out operations in the Mexican territory, payable to          |
|       | **\[PEMEX\].**                                               |
|       |                                                              |
|       | The **CONTRACTOR** expressly states as follows:              |
|       |                                                              |
|       | \(A\) His/its will, that in case of credits in his/its favor |
|       | against **\[PEMEX\],** to waive the right of compensation    |
|       | provided to him/it by the applicable civil substantive       |
|       | legislation and therefore expressly agrees that in case of   |
|       | any failure to comply with the obligations derived from this |
|       | contract, the granted guarantee be enforced, as well as any  |
|       | other amount in favor of **\[PEMEX\].**                      |
|       |                                                              |
|       | \(B\) His/its acknowledgement that, in the assumption of its |
|       | failure to comply with the obligations derived from the      |
|       | contract, the granted standby letter of credit will be       |
|       | partially or totally enforced.                               |
|       |                                                              |
|       | \(C\) His/its acknowledgement that the standby letter of     |
|       | credit issued to guarantee the fulfillment of this contract  |
|       | will be paid in case of not complying with the obligations   |
|       | of this contract with the full lack of links with any        |
|       | circumstance that could generate any payment exception other |
|       | than that derived from lack of consistency or deficiencies   |
|       | in the document that is cashed. Therefore, any exception     |
|       | that could be eventually indicated as related to it will     |
|       | lack the efficacy to affect the legitimacy of the collection |
|       | procedure.                                                   |
|       |                                                              |
|       | \(D\) His/its agreement to exercise 50% of the total amount  |
|       | guaranteed in the standby letter of credit in case of        |
|       | failure to deliver the guarantee of defects, hidden vices    |
|       | and any other responsibility in terms of the provisions in   |
|       | the Public Works and Related Services Law and this contract. |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | The guarantee of compliance will not be considered a         |
|       | limitation to the responsibility of the **CONTRACTOR**       |
|       | derived from his/its obligations contained in this contract  |
|       | and by no means will prevent **\[PEMEX\]** from claiming the |
|       | payment or reimbursement for any failure to comply that      |
|       | could be in excess of the value of the guarantee of          |
|       | compliance.                                                  |
|       |                                                              |
|       | In case of any modification to this contract and/or its      |
|       | Annexes, the **CONTRACTOR** accepts the obligation to        |
|       | deliver to **\[PEMEX\],** within 15 (fifteen) calendar days  |
|       | after the formalization of the corresponding modification    |
|       | agreement, the document modifying the guarantee originally   |
|       | granted according to the terms established in this contract, |
|       | where the obligations of this contract and the corresponding |
|       | agreement are guaranteed. In case that the **CONTRACTOR**    |
|       | does not fulfill said delivery, **\[PEMEX\],** will be able  |
|       | to decide on the administrative rescission of the contract.  |
|       | *\[In case of bond policy the following will be included:\]* |
|       | The modification document will include the stipulation that  |
|       | it is jointly, severally and inseparable of the bond         |
|       | initially presented by the **CONTRACTOR.**                   |
|       |                                                              |
|       | Only if the contract is being observed according to the      |
|       | terms agreed, the guarantee will be replaced by another      |
|       | guarantee equivalent to 10% (ten per cent) of the amount due |
|       | for the services pending to be supplied, with exception to   |
|       | what is provided in the second paragraph of Article 61 of    |
|       | the regulation of the Public Works and Related Services Law, |
|       | which will be presented within 15 (fifteen) calendar days    |
|       | from the date when the authorized investment is notified in  |
|       | writing to the **CONTRACTOR**.                               |
|       |                                                              |
|       | **HIDDEN VICES GUARANTY**                                    |
|       |                                                              |
|       | **[GARANTÍA DE VICIOS OCULTOS.-]{.smallcaps}**               |
|       |                                                              |
|       | When the services have been concluded or they have been      |
|       | received according to what is stated in Article 138 of the   |
|       | regulation of the Public Works and Related Services Law, the |
|       | **CONTRACTOR** will have the obligation to answer for the    |
|       | defects resulting in the services supplied, the hidden vices |
|       | and any other responsibility incurred, according to the      |
|       | terms indicated in this contract and the applicable          |
|       | legislation.                                                 |
|       |                                                              |
|       | The services that will be guaranteed during a term of 12     |
|       | (twelve) months due to failure to comply with the            |
|       | obligations indicated in the preceding paragraph. Therefore, |
|       | before receiving the services, the **CONTRACTOR** will have  |
|       | the option to constitute a bond in the amount equivalent to  |
|       | 10% (ten per cent) of the total amount of services executed; |
|       | present an irrevocable stand-by letter of credit in the      |
|       | amount equivalent to 5% (five per cent) of the total amount  |
|       | of services executed, or, provide liquid resources in an     |
|       | amount equivalent to 5% (five per cent) of the same amount   |
|       | in trust funds specially constituted for that purpose. This  |
|       | guarantee will be released once the aforementioned twelve    |
|       | months have elapsed, counted as of the date of the physical  |
|       | reception of the services, only if in that period there has  |
|       | not been any liability against the contractor.               |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | When the guarantee of quality is constituted by means of a   |
|       | bond policy, it must be issued by an authorized bonding      |
|       | institution and it will be issued precisely according the    |
|       | format presented in Annex **"\_"** of this contract.         |
|       |                                                              |
|       | When the guarantee of quality is constituted by means of     |
|       | irrevocable stand-by letter of credit it will be confirmed   |
|       | or issued by a banking institution authorized to carry out   |
|       | operations in Mexico and it will closely follow the format   |
|       | presented in Annex **"\_"** of this contract.                |
|       |                                                              |
|       | When the guarantee is constituted by means of the provision  |
|       | of liquid resources in a trust fund, this will be operated   |
|       | by a fiduciary institution authorized to carry out           |
|       | operations in the Mexican Republic. The trust fund will      |
|       | consider the following aspects: It will be irrevocable; it   |
|       | will be in favor of **\[PEMEX\]** as the trustee and the     |
|       | resources covered in the trust fund will be invested in      |
|       | fixed income instruments.                                    |
|       |                                                              |
|       | If the guarantee for defects and hidden vices of the         |
|       | services and due to any other responsibility was constituted |
|       | by means of a bond, its release will be as provided by the   |
|       | bond policy issued in the terms of Article 68 of the         |
|       | regulation of the Public Works and Related Services Law.     |
|       |                                                              |
|       | The **CONTRACTOR**, if pertinent, will be able to withdraw   |
|       | his/its contributions to the trust fund and the              |
|       | corresponding yields after twelve months from the date on    |
|       | which the services were received. In the same term, the      |
|       | guarantee or irrevocable letter of credit will be            |
|       | automatically cancelled, as pertinent. In case of having     |
|       | issued an irrevocable letter of credit, the **CONTRACTOR**   |
|       | will proceed to immediately cancel it.                       |
|       |                                                              |
|       | The rights of **\[PEMEX\]** will be held safe, to demand the |
|       | payment of the amounts not covered from the compensation     |
|       | corresponding to it**,** once the guarantees established by  |
|       | this clause are enforced.                                    |
+-------+--------------------------------------------------------------+
| **SEV | **INSURANCE POLICIES. - \[INCLUDE INSURANCE ACCORDING TO     |
| ENTEE | PURPOSE OF THE CONTRACT\].**                                 |
| NTH** |                                                              |
+-------+--------------------------------------------------------------+
| **EI  | **AUTHORIZED REPRESENTATIVES. -** **\[PEMEX\],** before      |
| GHTEE | starting the services, will appoint in writing the service   |
| NTH** | resident who will carry out the functions established in     |
|       | Article 53 of the Public Works and Related Services Law and  |
|       | Article 84 of its regulation, and through him/her the        |
|       | instructions considered as pertinent and related to the      |
|       | services supplied will be handed in to the **CONTRACTOR**,   |
|       | in writing.                                                  |
|       |                                                              |
|       | Supervision is the technical assistance provided by the      |
|       | service resident with the roles that for this purpose are    |
|       | indicated in Article 86 of the regulation of the Public      |
|       | Works and Related Services Law, independent from those that, |
|       | if applicable, are agreed in the supervision contract. When  |
|       | the supervision is carried out by third parties, the service |
|       | resident will be able to install it after starting the       |
|       | services.                                                    |
|       |                                                              |
|       | In turn, the **CONTRACTOR** has the obligation to keep a     |
|       | service superintendent during the time the services are      |
|       | supplied; he/she must know the project and the terms of      |
|       | reference and to have the power to listen and receive any    |
|       | kind of notifications related to the services, even those of |
|       | a personal nature, as well as have sufficient power to make  |
|       | decisions about the enforcement of the contract, according   |
|       | to the terms established in Article 87 of the regulation of  |
|       | the Public Works and Related Services Law.                   |
|       |                                                              |
|       | In any time, due to justified causes, **\[PEMEX\]** may      |
|       | request that any one of the **CONTRACTOR's** representatives |
|       | be replaced and the **CONTRACTOR** accepts to appoint a      |
|       | different person that meets the corresponding requirements.  |
+-------+--------------------------------------------------------------+
| **NI  | **SUBCONTRACTING. -** **Because of the nature of the         |
| NETEE | services to be supplied, the parties agree that there will   |
| NTH** | be no subcontracting of the services object of this          |
|       | contract.** []{.mark}                                        |
|       |                                                              |
|       | []{.mark}                                                    |
+-------+--------------------------------------------------------------+
| **T   | **RELATIONS OF THE CONTRACTOR AND ITS WORKERS.-** The        |
| WENTI | **CONTRACTOR,** as an entrepreneur and employer of the       |
| ETH** | personnel used to provide the services object of this        |
|       | contract, will be the only one responsible for the           |
|       | obligations derived from the legal provisions and other      |
|       | ordinances in terms of labor and social security, in favor   |
|       | of his/its employees. The **CONTRACTOR** agrees, therefore,  |
|       | to respond to all claims made by his/its employees or third  |
|       | parties, including the personnel of his/its authorized       |
|       | subcontractors, and who participate in the services hired    |
|       | with or for **\[PEMEX\],** claims filed against himself or   |
|       | against **\[PEMEX\],** and in case **\[PEMEX\]** is          |
|       | involved**,** the **CONTRACTOR** is obligated to keep        |
|       | **\[PEMEX\]** safe and in peace against any trial or         |
|       | liability derived from the supply of services object of this |
|       | contract; likewise, it will reimburse **\[PEMEX\],** as soon |
|       | as it request's in writing, for any amount spent due to said |
|       | concept, including payment of lawyers fees.                  |
+-------+--------------------------------------------------------------+
| **T   | **CONTRACTOR LIABILITY. -** The **CONTRACTOR** will be the   |
| WENTY | only one responsible to supply the services. If these        |
| FI    | services were not supplied according to what was established |
| RST** | in this contract or according to the instructions of         |
|       | **\[PEMEX\],** presented in writing, the latter will         |
|       | instruct their correction at the expense of the              |
|       | **CONTRACTOR**, and the latter will not have the right to    |
|       | receive any additional payment thereof.                      |
|       |                                                              |
|       | In this case **\[PEMEX\],** if it considers it is necessary, |
|       | may instruct the total or partial suspension of the services |
|       | contracted as long as said correction is not implemented.    |
|       |                                                              |
|       | If the **CONTRACTOR** carries out services for an amount     |
|       | higher that the contracted services, independently from the  |
|       | responsibility incurred in for the supply of services in     |
|       | excess, will not have the right to claim any payment because |
|       | of that.                                                     |
|       |                                                              |
|       | The **CONTRACTOR** must observe all regulations and          |
|       | guidelines of the authorities competent on the issue of      |
|       | safety, use of public roads, ecologic and environmental      |
|       | protection in force in the federal, state or municipal level |
|       | and **\[PEMEX\]'s** health and safety provisions to supply   |
|       | the service, as established in Annex **"\_\_\_"** of this    |
|       | contract, and therefore he/it has the obligation the to know |
|       | the corresponding applicable standard and regulations        |
|       | according to the services object of this contract.           |
|       |                                                              |
|       | The **CONTRACTOR** will be responsible for the damages and   |
|       | losses caused to **\[PEMEX\],** or third parties, as a       |
|       | result of the services supplied should it fail to meet the   |
|       | provisions of this contract, if instructions provided in     |
|       | writing by **\[PEMEX\]** are not observed or due to the      |
|       | violation of laws, regulations and/or ordinances of          |
|       | applicable authorities.                                      |
|       |                                                              |
|       | The risks, the conservation and cleanliness of services      |
|       | until the moment of their delivery will be the               |
|       | responsibility of the **CONTRACTOR**, as well as compliance  |
|       | with the provisions of Articles 90 and 91 of the regulation  |
|       | of the Public Works and Related Services Law.                |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | Should there be any defects or hidden vices in the services  |
|       | supplied or the goods supplied for the supply of the         |
|       | services object of this contract within one year after the   |
|       | completion date established in the reception record,         |
|       | **\[PEMEX\]** will request its immediate repair or           |
|       | replacement to be made by the **CONTRACTOR** at his/its own  |
|       | expense, without the right to receive any payment. If the    |
|       | **CONTRACTOR** fails to attend the requirements of           |
|       | **\[PEMEX\],** within the specified term, he/it will be able |
|       | to directly commission third parties to replace, according   |
|       | to the terms contained in the applicable legal provisions,   |
|       | with a charge made to the **CONTRACTOR**.                    |
|       |                                                              |
|       | If the **CONTRACTOR** does not repair the defects and hidden |
|       | vices of the services supplied or on the goods supplied to   |
|       | provide said work object of this contract as requested by    |
|       | **\[PEMEX\],** within the requested term, **\[PEMEX\]** will |
|       | enforce the guarantee issued by the **CONTRACTOR**, for the  |
|       | term of 12 (twelve) months after concluding the services, as |
|       | referred to in the corresponding paragraph of the Sixteenth  |
|       | clause of this contract.                                     |
+-------+--------------------------------------------------------------+
| **T   | **SERVICES RECEPTION. -** The reception of the services will |
| WENTY | be carried out in agreement to Article 64 of the Public      |
| SEC   | Works and Related Services Law, and Articles 135, 136, 137   |
| OND** | and 138 of its regulation. Said reception will be attested   |
|       | in the corresponding record.                                 |
|       |                                                              |
|       | When the services object of this contract have been          |
|       | concluded, the entirety will be received. For that purpose,  |
|       | the **CONTRACTOR** will communicate **\[PEMEX\],** in        |
|       | writing or by means of annotation made in the log, the total |
|       | completion of services, indicating that all the services are |
|       | completed in agreement with the terms of reference of this   |
|       | contract. Within 15 (fifteen) calendar days after the date   |
|       | of reception as stated in the communication, the services    |
|       | resident will verify that the services are duly completed,   |
|       | and the corresponding record of circumstances will be        |
|       | drafted.                                                     |
|       |                                                              |
|       | **\[PEMEX\]** will be able to receive part of the services   |
|       | object of the contract, only if in his/its view there are    |
|       | completed, identifiable services that can be used and kept.  |
|       | For the this purpose, the **CONTRACTOR** will inform the     |
|       | services residence, in writing or by means of annotation     |
|       | made in the log, those services that will be considered as   |
|       | partial reception. Within 15 (fifteen) calendar days after   |
|       | the completion of services has been reported, the services   |
|       | resident will verify that the services are duly completed,   |
|       | and the corresponding record of circumstances will be        |
|       | drafted and the guarantee foreseen in Article 66 of the      |
|       | Public Works and Related Services Law will be exhibited.     |
|       |                                                              |
|       | If, during the verification of the services, the services    |
|       | residence observes deficiencies in the supply and completion |
|       | of the services or determines that that they have not been   |
|       | carried out according to the terms of reference contained in |
|       | the contract, he/she will request in writing to the          |
|       | **CONTRACTOR** their repair or correction so that they are   |
|       | carried out according to the provisions contained in this    |
|       | contract. Under this assumption, the term to verify the      |
|       | services as agreed in the contract may be extended for the   |
|       | period agreed by the parties to correct the deficiencies.    |
|       | This without the possibility of **\[PEMEX\]'s** opts to      |
|       | rescind the contract.                                        |
+-------+--------------------------------------------------------------+
| **T   | **FINAL SETTLEMENT OF ACCOUNTS AND COMPLETION OF             |
| WENTY | CONTRACT.-** When the services are received, **\[PEMEX\],**  |
| TH    | through the service residence, and the **CONTRACTOR** will   |
| IRD** | prepare within 60 (sixty) calendar days, the conclusion of   |
|       | services to prove the credits in favor and against resulting |
|       | for both parties, describing the general concept and the     |
|       | resulting balance, according to the terms in Article 64 of   |
|       | the Public Works and Related Services Law, and Articles 139  |
|       | to143 of its regulation. The document proving the conclusion |
|       | of services will be a part of this contract and will         |
|       | contain, at least, the stipulations in Article 141 of the    |
|       | regulation of the Public Works and Related Services Law.     |
+-------+--------------------------------------------------------------+
| **T   | **SUSPENSION OF CONTRACT. -** **\[PEMEX\],** holds the       |
| WENTY | capacity to temporarily suspend, fully or partially, the     |
| FOU   | services contracted in any stage they are, due to justified  |
| RTH** | causes or general interest causes, and decide, if            |
|       | applicable, the length of the suspension, which may not be   |
|       | extended indefinitely, without it implying the termination   |
|       | of the contract. For that purpose, **\[PEMEX\]** will notify |
|       | the **CONTRACTOR,** indicating the cause leading to the      |
|       | suspension, the date it starts and of the probable           |
|       | continuation of the services, as well as the actions to be   |
|       | considered concerning personnel and equipment. In all the    |
|       | cases of suspension, the services residence will draft a     |
|       | circumstantiated record to minimally state the provisions in |
|       | Article 117 of the regulation of the Public Works and        |
|       | Related Services Law.                                        |
|       |                                                              |
|       | The completion date will be extended in the same proportion  |
|       | as the period of time comprised by the suspension, without   |
|       | modifying the agreed term of execution.                      |
|       |                                                              |
|       | When the suspension of services is determined due to causes  |
|       | attributable to **\[PEMEX\],** the **CONTRACTOR**, as of the |
|       | notification that ends the suspension, may request the       |
|       | payment of non-recoverable expenses, only if they are        |
|       | reasonable, they are duly proven and they are directly       |
|       | related to this contract, as established in Article 62 of    |
|       | the Public Works and Related Services Law, and generated     |
|       | during the suspension, which will be limited to the          |
|       | provisions in Article 116 of the regulation of the Public    |
|       | Works and Related Services Law.                              |
|       |                                                              |
|       | If during the term of this contract there are suspensions of |
|       | services whose periods are reduced and difficult to          |
|       | quantify, the parties may agree that the periods be grouped  |
|       | every month and formalized through by signing a single       |
|       | circumstantial record that will be recorded on the first day |
|       | of the following month when said suspensions took place.     |
|       |                                                              |
|       | When suspensions derive from an act of God or force majeure  |
|       | none of the parties will be held responsible for that, and   |
|       | they only have to sign an agreement that acknowledges the    |
|       | suspension term and the re-initiation and completion dates   |
|       | for the services, without modifying the term of execution    |
|       | established in the contract, to which end only the payment   |
|       | of non-recoverable expenses indicated in the second          |
|       | paragraph of Article 119 of the regulation of the Public     |
|       | Works and Related Services Law will apply.                   |
|       |                                                              |
|       | When because of an act of God or force majeure it is         |
|       | impossible to continue supplying the services, the           |
|       | **CONTRACTOR** may decide not to supply them. Under this     |
|       | assumption, the provisions in the twenty fourth clause of    |
|       | this contract will be enforced.                              |
+-------+--------------------------------------------------------------+
| **TWE | **ANTICIPATED TERMINATION OF CONTRACT. -** **\[PEMEX\],**    |
| NTY** | may terminate the contract earlier, by means of written      |
|       | notification issued to the **CONTRACTOR** according to the   |
| **FI  | terms and conditions of Articles 60 and 62 of the Public     |
| FTH** | Works and Related Services Law, 120, 121, 122 and 123 of its |
|       | regulation.                                                  |
+-------+--------------------------------------------------------------+
| **TWE | **ADMINISTRATIVE RESCISSION OF CONTRACT.- \[PEMEX\],** may   |
| NTY** | administratively rescind this contract in case the           |
|       | **CONTRACTOR** fails to comply with his/its obligations, in  |
| **SI  | the following cases:                                         |
| XTH** |                                                              |
|       | 1.  If the **CONTRACTOR**, due to causes attributable to     |
|       |     it/him, does not start the services object of this       |
|       |     contract within fifteen calendar days after the agreed   |
|       |     date without a justified reason according to the Public  |
|       |     Works and Related Services Law and its regulation;       |
|       |                                                              |
|       | 2.  If the **CONTRACTOR** interrupts without justification   |
|       |     the supply of services or refuses to correct some part   |
|       |     of them, that may have been detected as defective by     |
|       |     **\[PEMEX\]**;                                           |
|       |                                                              |
|       | 3.  If the **CONTRACTOR** does not execute the services      |
|       |     according to the provisions in this contract or if       |
|       |     without any justification fails to follow the            |
|       |     instructions issued by the services resident or the      |
|       |     supervisor;                                              |
|       |                                                              |
|       | 4.  If the **CONTRACTOR** does not meet the execution        |
|       |     schedule due to lack of materials, workers or equipment  |
|       |     and, in the view of **\[PEMEX\],** the delay may         |
|       |     jeopardize the successful completion of the services     |
|       |     within the term agreed. This will not imply delay in the |
|       |     schedule to execute the services and, therefore, this    |
|       |     will not be considered as failure to fulfill this        |
|       |     contract and reason to rescind it, when the delay is due |
|       |     to the lack of information about diagrams/plans,         |
|       |     specifications or quality standards, of physical         |
|       |     delivery of the work areas, licenses and permits to be   |
|       |     provided or supplied by **\[PEMEX\],** or when           |
|       |     **\[PEMEX\]** instructed the suspension of the services; |
|       |                                                              |
|       | 5.  If the **CONTRACTOR** is declared in trade bidding       |
|       |     according to the Mercantile Bidding Law;                 |
|       |                                                              |
|       | 6.  If the **CONTRACTOR** contracts parts of the services    |
|       |     object of this contract from third parties without the   |
|       |     written authorization of **\[PEMEX\];**                  |
|       |                                                              |
|       | 7.  If the **CONTRACTOR** transfers the collection rights    |
|       |     derived from this contract, without the written          |
|       |     authorization of **\[PEMEX\];**                          |
|       |                                                              |
|       | 8.  If the **CONTRACTOR** does not provide to **\[PEMEX\],** |
|       |     and the entities empowered to intervene, the access and  |
|       |     necessary data for the inspection, surveillance and      |
|       |     supervision of services;                                 |
|       |                                                              |
|       | 9.  In general, as a result of the **CONTRACTOR's** failure  |
|       |     to comply with any of the obligations derived from this  |
|       |     contract and its Annexes, the legislation, treaties,     |
|       |     regulations and others as applicable;                    |
|       |                                                              |
|       | 10. If the **CONTRACTOR** changes his/its nationality;       |
|       |                                                              |
|       | 11. If the **CONTRACTOR** being a foreigner, asks for the    |
|       |     protection of his/her government with regards to the     |
|       |     contract; and                                            |
|       |                                                              |
|       | When **\[PEMEX\]** decides to rescind the contract, said     |
|       | rescission will fully and legally apply without the need of  |
|       | a legal deposition, suffice that the procedure set forth in  |
|       | the next clause is complied with But if the **CONTRACTOR**   |
|       | decides to rescind the contract, it will be necessary to     |
|       | appear before the corresponding agency to obtain the         |
|       | corresponding statement.                                     |
|       |                                                              |
|       | In case of rescinding the contract due to reasons            |
|       | attributable to the **CONTRACTOR**, once the corresponding   |
|       | decision is issued, **\[PEMEX\],** as a measurement of       |
|       | caution and since the very beginning of the decision will    |
|       | abstain from paying the amounts resulting from supplied      |
|       | services that have not been paid yet until the corresponding |
|       | settlement is given, which shall be carried out within 30    |
|       | (thirty) calendar days after the date when said course of    |
|       | action was announced, in order to enforce the guarantees.    |
|       | The settlement of accounts must provide for the over-cost of |
|       | services not supplied yet that are delayed according to the  |
|       | schedule in force, as well as that related to the recovery   |
|       | of materials and equipment that, if applicable, have been    |
|       | delivered.                                                   |
|       |                                                              |
|       | After **\[PEMEX\]** informs that the procedure to rescind    |
|       | the contract has started, **\[PEMEX\]** will immediately     |
|       | take possession of the documents related with the services   |
|       | provided and suspend them. The services resident with or     |
|       | without the appearance of the **CONTRACTOR,** will issue a   |
|       | circumstantiated record of the condition of the services,    |
|       | which will include as a minimum the provisions in Article    |
|       | 130 of the regulation of the Public Works and Related        |
|       | Services Law, this record will serve as the basis for the    |
|       | corresponding final settlement of accounts . The             |
|       | circumstantiated record will be drafted before a Notary      |
|       | Public.                                                      |
|       |                                                              |
|       | **\[PEMEX\]** and the **CONTRACTOR** will be able to         |
|       | reconcile the total balances derived form the rescission in  |
|       | order to preserve the interests of the parties within the    |
|       | settlement of accounts. **\[PEMEX\]** will be able to        |
|       | certify in the settlement, the reception of services carried |
|       | out by the **CONTRACTOR** until the moment of the rescission |
|       | of this contract, in every case complying with the           |
|       | provisions in Article 132 of the regulation of the Public    |
|       | Works and Related Services Law.                              |
|       |                                                              |
|       | When the contract is rescinded due to causes attributable to |
|       | **\[PEMEX\],** it will pay the supplied services and the     |
|       | non-recoverable expenses, provided they are reasonable and   |
|       | that they are duly proven and directly related to this       |
|       | contract, as established in Article 62 of the Public Works   |
|       | and Related Services Law.                                    |
|       |                                                              |
|       | Over-cost is the difference between the total that           |
|       | **\[PEMEX\]** would spend to conclude the pending services   |
|       | through a different contractor and the cost of services not  |
|       | executed in the moment of rescinding this contract. To       |
|       | calculate the over-cost and its amount, **\[PEMEX\]** will   |
|       | proceed as indicated in Article 134 of the regulation of the |
|       | Public Works and Related Services Law.                       |
|       |                                                              |
|       | In case that it is decided to apply the over-cost, it will   |
|       | be according to the provisions in the last paragraph of      |
|       | Section II of Article 62 of the Public Works and Related     |
|       | Services Law.                                                |
|       |                                                              |
|       | The **CONTRACTOR** is obligated to return to **\[PEMEX\],**  |
|       | in a term of 10 (ten) calendar days, counted as of the       |
|       | initiation of the respective procedure, all the documents    |
|       | delivered for the execution of the services.                 |
+-------+--------------------------------------------------------------+
| **T   | **PROCEDURE OF RESCISSION**.- If **\[PEMEX\]** considers     |
| WENTY | that the **CONTRACTOR** has incurred in any of the causes to |
| SEVE  | rescind the contract contained in this contract, the         |
| NTH** | following procedure will be followed:                        |
|       |                                                              |
|       | 1.  The rescission procedure will start after the            |
|       |     **CONTRACTOR** is informed of the failure it/he incurred |
|       |     so that within a term of 15 (fifteen) working days he/it |
|       |     may express what rightfully is convenient to him and     |
|       |     provides, if applicable, the proofs that he deems        |
|       |     pertinent;                                               |
|       |                                                              |
|       | 2.  After the term of the preceding point is over, it will   |
|       |     be decided in consideration of the arguments and proofs  |
|       |     presented, and                                           |
|       |                                                              |
|       | 3.  The decision to rescind the contract or not shall be     |
|       |     duly supported, motivated and communicated to the        |
|       |     **CONTRACTOR** within 15 (fifteen) working days after    |
|       |     the date he/it has filed it/his reply.                   |
|       |                                                              |
|       | In case **\[PEMEX\]** decides to rescind the contract, said  |
|       | rescission will be in effect as of the notification of the   |
|       | corresponding decision so that, without the need to issue a  |
|       | legal ruling, the provisions of fraction II of Article 62 of |
|       | the Public Works and Related Services Law are enforced.      |
|       |                                                              |
|       | []{.mark}                                                    |
+-------+--------------------------------------------------------------+
| **T   | **INFORMATION CONFIDENCIALITY.-** CONTRACTOR hereby          |
| WENTY | authorizes \[PEMEX\] to utilize the technical information,   |
| EIG   | plans and data developed due to the rendering of the         |
| HTH** | Services object of this Contract, only for it to be utilized |
|       | in the design, construction and operation of the             |
|       | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_., which shall be developed by |
|       | a third party (the "EPC Contractor").                        |
|       |                                                              |
|       | Likewise, the CONTRACTOR accepts that \[PEMEX\] shall        |
|       | disclose the information given by CONTRACTOR only to those   |
|       | participants in the contracting procedure for the            |
|       | adjudication of the engineering, procure and construction of |
|       | the project of the                                           |
|       | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, for which the    |
|       | interested parties must subscribe a confidentiality          |
|       | agreement in the terms and conditions of the document        |
|       | attached hereto as Annex "\_\_".                             |
|       |                                                              |
|       | Likewise, **CONTRACTOR** must consider and keep confidential |
|       | the information that due to the rendering of services object |
|       | of this Contract, \[PEMEX\] may give him, and may not use it |
|       | or reproduce it totally or partially for purposes other than |
|       | those stipulated in this contract, without the prior written |
|       | consent of **\[PEMEX\].**                                    |
|       |                                                              |
|       | Both parties acknowledge and accept considering as           |
|       | confidential all that information (technical, legal,         |
|       | administrative, accounting, financial, etc.) documented in   |
|       | any material support that has been developed and is directly |
|       | or indirectly related with the awarding procedure or during  |
|       | the development of the services, as well as that information |
|       | or documentation that gives place to any claim or technical  |
|       | controversy.                                                 |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | The confidentiality obligations contained in this clause     |
|       | will continue in effect for a period of 10 (ten) years       |
|       | counted as of the date of execution of the contract.         |
|       |                                                              |
|       | []{.mark}                                                    |
+-------+--------------------------------------------------------------+
| **T   | **DIFFERENCES OF TECHNICAL OR ADMINISTRATIVE NATURE. -** If  |
| WENTY | there is any discrepancy of technical or administrative      |
| NI    | nature related to the interpretation or execution of the     |
| NTH** | contract, the **CONTRACTOR** will be able to carry out,      |
|       | within 30 (thirty) calendar days after the difference might  |
|       | have risen, his/her written claim before the services        |
|       | resident for the disagreement between the parties to be      |
|       | solved. In case of not carrying out his/her claim in the     |
|       | term indicated in this paragraph, the **CONTRACTOR** waives  |
|       | any further claim due to the difference in question.         |
|       |                                                              |
|       | The **CONTRACTOR,** for every difference, will only be able  |
|       | to file a claim before the services resident and, because of |
|       | the disagreement relative to the solution to the claim, one  |
|       | discrepancy of technical or administrative nature according  |
|       | to the terms of this clause.                                 |
|       |                                                              |
|       | To solve the claim, the work resident will carry out the     |
|       | pertinent consultations and will collect the necessary       |
|       | elements and /or documents. The services resident will have  |
|       | a term of 30 (thirty) calendar days as of the reception of   |
|       | the request made by the **CONTRACTOR** to issue his/her      |
|       | written decision and communicate it, establishing the        |
|       | contractual bases of his/her decision.                       |
|       |                                                              |
|       | Once the work residence determination is received, the       |
|       | **CONTRACTOR** will have a term of 15 (fifteen) calendar     |
|       | days to communicate his/her rejection, otherwise it will be  |
|       | considered as accepted.                                      |
|       |                                                              |
|       | If the **CONTRACTOR** accepts the final determination, the   |
|       | services resident will issue the order of change and, if     |
|       | applicable, the corresponding agreement will be formalized.  |
|       |                                                              |
|       | If the services resident's determination is not accepted by  |
|       | the **CONTRACTOR**, the latter may request that the claim is |
|       | reviewed as a discrepancy of technical or administrative     |
|       | nature.                                                      |
|       |                                                              |
|       | If the **CONTRACTOR** decides to start the procedure of      |
|       | technical or administrative discrepancy, this procedure will |
|       | deal with the same aspects that caused the claim, and        |
|       | therefore no additional requests, supplementary or           |
|       | complementary requests will be added to correct the defects, |
|       | make corrections or substitutions to the original claim.     |
|       |                                                              |
|       | The technical or administrative disagreement claim will be   |
|       | carried out as follows:                                      |
|       |                                                              |
|       | The **CONTRACTOR** will present his/its claim in writing to  |
|       | **\[PEMEX\],** with a copy to the services resident, to      |
|       | indicate the subjects in disagreement, within 15 (fifteen)   |
|       | calendar days after the date on which the **CONTRACTOR**     |
|       | received the final determination of the services resident,   |
|       | regarding the solution to the claim.                         |
|       |                                                              |
|       | The request in question made by the **CONTRACTOR** will      |
|       | indicate that it is a technical or administrative            |
|       | discrepancy subject to resolution and it will include as a   |
|       | minimum:                                                     |
|       |                                                              |
|       | a\) Itemized description of the fact in discrepancy,         |
|       | specifically relating them with the documents of proof;      |
|       |                                                              |
|       | b\) Clear and accurate indication of his/her intentions,     |
|       | stating the arguments and the contractual and legal          |
|       | provisions that support the claim;                           |
|       |                                                              |
|       | c\) Documents that prove the facts in disagreement, duly     |
|       | ordered and identified with Annex number.                    |
|       |                                                              |
|       | \[AREA\] of **\[PEMEX\],** may resolve by itself the         |
|       | technical or administrative discrepancy that has been        |
|       | enforced by the **CONTRACTOR**, or delegate said power to    |
|       | the area considered as pertinent, in which case he/she will  |
|       | inform the **CONTRACTOR** in the name of the appointed area, |
|       | marking a copy to the work resident.                         |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | \[AREA\] of **\[PEMEX\],** or when applicable, the appointed |
|       | area, will verify that the discrepancy has been presented in |
|       | the appropriate time and procedure, otherwise it will be     |
|       | discarded. If the discrepancy is not discarded, \[AREA\] of  |
|       | **\[PEMEX\],** or if pertinent, the appointed area, will     |
|       | communicate in writing to the **CONTRACTOR** the initiation  |
|       | of the discrepancy procedure and he/she will have a term of  |
|       | 10 (ten) working days to present all documents or            |
|       | allegations that are deemed necessary and that have not been |
|       | presented before with the request. \[AREA\] of               |
|       | **\[PEMEX\],** or if pertinent, the appointed area, will     |
|       | analyze and study the subject under discrepancy and will     |
|       | expressly summon the **CONTRACTOR** in writing within a term |
|       | of 10 (ten) calendar days counted as of the date when the    |
|       | discrepancy was presented, to start the clarifications.      |
|       |                                                              |
|       | During the clarifications, the parties will meet as many     |
|       | times as necessary and the appointed area will communicate   |
|       | its resolution to the **CONTRACTOR** within the 30 (thirty)  |
|       | calendar days after it was started**.**                      |
|       |                                                              |
|       | []{.mark}                                                    |
|       |                                                              |
|       | If the **CONTRACTOR** accepts the resolution of the          |
|       | technical or administrative discrepancy, the services        |
|       | resident will issue the order of change and, if applicable,  |
|       | the formalization of the corresponding agreement will be     |
|       | entered into, thus concluding the technical or               |
|       | administrative discrepancy procedure with legal effects      |
|       | concerning the parties.                                      |
+-------+--------------------------------------------------------------+
| **T   | **RECONCILIATION.-** Once the procedure established in the   |
| HIRTI | twenty ninth has been exhausted, for the solution of         |
| ETH** | technical or administrative discrepancies, or otherwise with |
|       | regards to issues that do not constitute a technical or      |
|       | administrative discrepancy as established in said clause,    |
|       | the **CONTRACTOR** will have the right to file a claim       |
|       | before the Ministry of Public Service, if he/it considers    |
|       | that **\[PEMEX\]** has not observed the terms and conditions |
|       | agreed in the contract. The reconciliation procedure will be |
|       | substantiated by the provisions in Articles 89 to 91 of the  |
|       | Public Works and Related Services Law.                       |
|       |                                                              |
|       | In the assumption that the parties reach a reconciliation,   |
|       | the corresponding agreement will oblige the parties and its  |
|       | enforcement may be demanded through the corresponding via.   |
|       | Otherwise, their rights will be safe so that they may be     |
|       | enforced before the corresponding entity.                    |
+-------+--------------------------------------------------------------+
| **T   | **CONTINUATION OF SERVICES.-** Unless otherwise provided in  |
| HIRTY | this contract or written order issued by **\[PEMEX\],** the  |
| FI    | **CONTRACTOR** will continue with the services and enforce   |
| RST** | his/its duties according to what is established in this      |
|       | contract, in spite of having initiated any procedure for the |
|       | solution of claims and/or controversy.                       |
+-------+--------------------------------------------------------------+
| **T   | **APPLICABLE LAW AND ARBITRATION. -** This contract will be  |
| HIRTY | governed by the Federal Legislation of the United Mexican    |
| SEC   | States and other provisions derived therein, in force. In    |
| OND** | case of any controversy related to this contract, the        |
|       | parties expressly agree to submit themselves to the          |
|       | arbitration in Mexico City, Federal District, in agreement   |
|       | with the International Arbitration Regulations of the        |
|       | International Chamber of Commerce in force on the date when  |
|       | the controversy arises. The number of referees will be three |
|       | and the language to hold said arbitration will be Spanish.   |
|       |                                                              |
|       | Notwithstanding the aforementioned, in case of a technical   |
|       | controversy, the **CONTRACTOR** will previously exhaust the  |
|       | procedure foreseen in the nineteenth clause and only in the  |
|       | case where the parties do not reach an agreement through     |
|       | said procedure, or through the reconciliation referred to in |
|       | the thirtieth clause (if the **CONTRACTOR** decided to do    |
|       | so), the **CONTRACTOR** will have the right to appear before |
|       | the jurisdiction foreseen in this clause.                    |
+-------+--------------------------------------------------------------+
| **T   | **FISCAL CLAUSE. -** Each one of the parties will pay each   |
| HIRTY | and every one of the contributions and other fiscal duties   |
| TH    | that according to the federal, state and municipal           |
| IRD** | legislations of the United Mexican States and the            |
|       | \[COUNTRY\] have to be paid during the term, execution and   |
|       | fulfillment of this contract and its Annexes.                |
+-------+--------------------------------------------------------------+
| **T   | **NOTIFICATIONS.-** The parties have the obligation to       |
| HIRTY | communicate in writing all information generated from the    |
| FOU   | enforcement and application of this contract, as follows:    |
| RTH** |                                                              |
|       | Communications to **\[PEMEX\]:**                             |
|       |                                                              |
|       | Communications about technical issues will be handed in      |
|       | personally to the services resident or the person appointed, |
|       | personally or through any other courier means that           |
|       | guarantees its reception in the following domicile:          |
|       |                                                              |
|       | Av. Marina Nacional 329                                      |
|       |                                                              |
|       | Torre Ejecutiva, piso 28                                     |
|       |                                                              |
|       | Col. Huasteca                                                |
|       |                                                              |
|       | C.P. 11311 México, D.F.                                      |
|       |                                                              |
|       | Fax: 19-44-25-00 Ext. \_\_\_\_\_                             |
|       |                                                              |
|       | Attention: Ing. \_\_\_\_\_\_\_\_\_\_\_\_\_\_                 |
|       |                                                              |
|       | Administrative communications must be personally delivered,  |
|       | or delivered through any other courier means that guarantees |
|       | its reception, to the legal representative of the \[AREA\]   |
|       | of **\[PEMEX\],** in the domicile indicated as follows, by   |
|       | marking a copy to the services resident and/or supervisor of |
|       | **\[PEMEX\]:**                                               |
|       |                                                              |
|       | Av. Marina Nacional 329                                      |
|       |                                                              |
|       | Torre Ejecutiva, piso 28                                     |
|       |                                                              |
|       | Col. Huasteca                                                |
|       |                                                              |
|       | C.P. 11311 México, D.F.                                      |
|       |                                                              |
|       | Fax: 19-44-25-00 Ext. \_\_\_\_\_\_\_\_                       |
|       |                                                              |
|       | Attention: Ing. \_\_\_\_\_\_\_\_\_\_\_\_                     |
|       |                                                              |
|       | Communications to the **CONTRACTOR**:                        |
|       |                                                              |
|       | Communication about technical issues may be personally       |
|       | handed in to the services superintendent or be sent through  |
|       | any other courier means that guarantees its reception in the |
|       | domicile indicated in item **II.4** of the section of        |
|       | statements in this contract.                                 |
|       |                                                              |
|       | Legal or administrative communications may be personally     |
|       | delivered to the legal representative of the **CONTRACTOR**, |
|       | or be sent through any other courier means that guarantees   |
|       | its reception in the domicile indicated in item **II.4** of  |
|       | the section of statements in this contract.                  |
+-------+--------------------------------------------------------------+
| **T   | **OBLIGATIONS OF CONTRACTOR.** CONTRACTOR shall render the   |
| HIRTY | services according to the terms and conditions of this       |
| FI    | Contract and its Annexes.                                    |
| FTH** |                                                              |
|       | CONTRACTOR shall not assume any kind of liability regarding  |
|       | indirect, special or consequential damages of any nature or  |
|       | incidental damages.                                          |
|       |                                                              |
|       | Likewise, if the Services are not rendered according to the  |
|       | specifications of this Contract and/or its Annexes,          |
|       | \[PEMEX\] shall request its immediate reposition, and        |
|       | CONTRACTOR shall redone the services not rendered correctly, |
|       | without having the right to claim for any payment for such   |
|       | concept.                                                     |
+-------+--------------------------------------------------------------+
| **T   | **PRIORITY OF DOCUMENTS. -** For the effects of interpreting |
| HIRTY | this contract and in case there might be contradictions      |
| SI    | among the different documents that constitute the contract,  |
| XTH** | provisions contained in the contract will prevail over those |
|       | contained in its Annexes.                                    |
+-------+--------------------------------------------------------------+
| **T   | **ANNEXES TO THIS CONTRACT.-** Attached as an integrated     |
| HIRTY | part of this contract, the Annexes undersigned in agreement  |
| SEVE  | by both parties are indicated as follows:                    |
| NTH** |                                                              |
|       | > **ANNEX \"A\"**                                            |
|       | >                                                            |
|       | > **ANNEX \"B\"**                                            |
|       | >                                                            |
|       | > **ANNEX \"C\"**                                            |
|       | >                                                            |
|       | > **ANNEX \"D\"**                                            |
|       | >                                                            |
|       | > **ANNEX "E"**                                              |
|       | >                                                            |
|       | > **ANNEX "F"**                                              |
|       | >                                                            |
|       | > **ANNEX "G"**                                              |
|       | >                                                            |
|       | > **ANNEX "H"**                                              |
+-------+--------------------------------------------------------------+
|       |                                                              |
+-------+--------------------------------------------------------------+

  -------- --------------------------------------------------------------
           This contract is signed in agreement in Mexico City, Federal
           District*,* in triplicate, on
           \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  -------- --------------------------------------------------------------

+-----------------------------------+---+--------------------------------+
| **\[PEMEX\]**                     |   | ####### TECHNICAL REVIEW       |
+-----------------------------------+---+--------------------------------+
| **                                |   | **                             |
| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ |   | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** |   | \_\_\_\_\_\_\_\_\_\_\_\_\_\_** |
+-----------------------------------+---+--------------------------------+
| #####                             |   |                                |
|                                   |   |                                |
| ##### THE CONTRACTOR              |   |                                |
|                                   |   |                                |
| **\[NAME\]**                      |   |                                |
|                                   |   |                                |
| **\_\_\_\_\_\_\_\_\_\_\           |   |                                |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** |   |                                |
|                                   |   |                                |
| ATTORNEY IN FACT                  |   |                                |
+-----------------------------------+---+--------------------------------+

+-----------------------------------+---+--------------------------------+
| ## ADMINISTRATIVE REVIEW          |   | ####### LEGAL REVIEW           |
+-----------------------------------+---+--------------------------------+
| **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ |   | **\_\_                         |
| _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** |   | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
|                                   |   | \_\_\_\_\_\_\_\_\_\_\_\_\_\_** |
| **HIRING AND NORMATIVE SUPPORT    |   |                                |
| MANAGER**                         |   |                                |
+-----------------------------------+---+--------------------------------+