First published 2012

Explanatory Notes for GUARDCON are available from BIMCO at www.bimco.org

GUARDCONCONTRACT FOR THE EMPLOYMENTOF SECURITY GUARDS ON VESSELSPART I
1. Place and date of Contract

2. Date of commencement of Contract (Cl. 2 and 30)

3. Owners (Cl. 1 and 14)
(i)
Name:
(ii) Place of registered office:4. Contractors (Cl. 1)
(i)
Name:
(ii)
Place of registered office:5. Vessel (name and details) (or as per Instruction Notice) (Cl. 1)(i) Name:(ii) IMO Number:(iii) P&I Club:

6. Single or Multiple Transits (tick one option only) (Cl. 2 and 4)

7. Security Services (state which services apply) (Cl. 1 and 3)

8. Geographical scope of operation (Cl. 4)

Printed by BIMCO’s idea

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(i)

Single Transit(ii)

Multiple Transits

Firearms (tick one option only): Yes
No

9. Time and date of embarkation (or as per Instruction Notice)(Cl. 1 and 3)

10. Place of embarkation/disembarkation (or as per Instruction Notice) (Cl.
1 and 3)

11. Contractors’ Permits (listing of national operating and trade control
licences) (Cl. 10)

12. Contractors’ insurance policy limits (Cl. 12 and 15)

13. Daily Rate/Lump Sum (Cl. 13 and 18) (state currency and amount)

14. Mobilisation Fee (Cl. 1 and 13) (state currency and amount)

15. Contractors’ Bank Details (Cl. 13)

16. Standby Rate (Cl. 13) (state currency and amount)

Copyright, published by BIMCO, Copenhagen

17. Cancellation Rates (Cl. 19) (state currency and amount)
18. Additional clauses, if any, covering special provisions

19. Dispute Resolution (state alternative Cl. 24(a), (b) or (c); if (c) agreed,
place of arbitration must be stated) (Cl. 24)

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20. Communication (state full style contact details for communicating with
the Owners) (Cl. 26)

21. Communication (state full style contact details for communicating with
the Contractors) (Cl. 6 and 26)

It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Contract consisting of PART l and any additional clauses, if agreed and stated inBox 18, and PART ll as well as Annexes “A” (Security Equipment), “B” (Rules for the Use of Force), “C” (Instruction Notice), “D” (Individual Waiver), “E” (Schedule of Charges)
and “F” (Standard Operating Procedures) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisionsof PART l and Annexes “A”, “B”, “C”, “D”, “E” and “F” shall prevail over those of PART ll to the extent of such conflict but no further.

Signature(s) (Owners)

Signature(s) (Contractors)

This document is a computer generated GUARDCON printed by authority of BIMCO. Any insertion or deletion to the GUARDCON must be clearly visible. In the eventof any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated
document.

ANNEX A (SECURITY EQUIPMENT)BIMCO STANDARD CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS
CODE NAME: GUARDCON

Note: List firearms and ammunition and, as applicable, non-lethal weapons and other security-related equipment to be provided by the Contractors.

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ANNEX B (RULES FOR THE USE OF FORCE)
BIMCO STANDARD CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS
CODE NAME: GUARDCON

Note: Attach Rules for the Use of Force as agreed between Owners and Contractors.

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ANNEX C (INSTRUCTION NOTICE)
BIMCO STANDARD CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS
CODE NAME: GUARDCON
To:
Tel:
Fax:
Email:For the attention of:
From:

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GUARDCON Agreement dated

made between

OwnersandContractors (the “Contract”)

INSTRUCTION NOTICEThis is an Instruction Notice as described in the Contract referred to above. Defined terms set out in the Contract shall have the same meaning when
set out in this Instruction Notice.
Under the terms of the Contract referred to above, we hereby give you notice that we require the Contractors to provide us with the Security
Services:
On-Board Security
Vessel:
IMO number:

REVIEW WILL BE MADE DURING IMPLEMENTATION

Date of Departure:
Embarkation Time:
Embarkation Point:
Disembarkation Point:
Number of Security Personnel:
Armed/Unarmed Guards:
Estimated Number of Days Transit:

We would be grateful if you could contact [OWNERS CONTACT; EMAIL] in order to verify our requirements and confirm the provision of the Security
Services as required, including the names and passport numbers of each member of the Security Personnel, Firearms particulars (with serial
numbers) and details of other Security Equipment to be embarked.
Yours

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Signature of Owners
Date:

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ANNEX D (INDIVIDUAL WAIVER)
BIMCO STANDARD CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS
CODE NAME: GUARDCONINDIVIDUAL WAIVER TO BE SIGNED BY SECURITY PERSONNEL PRIOR TO BOARDING VESSEL:
To: the Master of M.V.
In consideration of (i) the sum of USD10 (the receipt and adequacy of which I hereby acknowledge) and (ii) your allowing me to form part of the
Security Personnel on board the M/Vflying the flag of(the "Vessel") and to make the Transit fromtopursuant to thecontract for the provision of security services using designated security equipment (the "Security Services") made on the BIMCO GUARDCON form
dated
between the owners and/or operators and/or managers of the Vessel as Owners and my employers
as Contractors, I undertaketo the Owners as follows:1.

This undertaking, and any non-contractual obligation arising out of this undertaking (including, without limitation, questions of the Owner's
liability), is governed by English law. Any dispute arising out of this undertaking is to be decided by the English High Court to the exclusion of
the courts or tribunals of any other jurisdiction.

2.

I acknowledge and agree that, at all times throughout the duration of the Voyage and the performance of the Security Services, the Mastershall have and retain ultimate responsibility for the safe navigation and overall command of the Vessel and that any decisions made by the
Master shall be binding on me. I undertake to act upon the instructions of the Master at all times during the Transit. For the avoidance of
doubt, nothing in this Clause shall compromise my right of self-defence in accordance with applicable national law.

3.

I confirm that I have read and understood the Rules for the Use of Force which have been agreed between the Owners and the Contractors
to apply during the Transit. I undertake to perform the Security Services always in accordance with such Rules for the Use of Force and all
relevant national laws.

4.

I expressly undertake and agree on behalf of myself, my heirs, executors and assignees forever that the Vessel, its Master, officers andcrew, its insurers, the Owners and their subsidiaries and/or affiliate companies, the registered owner of the Vessel (if not the Owners), andeach of their respective directors, employees and agents and any persons permitted by the Master to travel on board the Vessel other thanmyself and my team (together, the "Owners' Group") shall be under no liability whatsoever to me (or to my heirs, executors and assignees)in respect of loss of life, illness, injury or loss of or damage to personal effects, luggage or other property, by reason of having allowed me on
board the Vessel, even if the loss of life, illness, injury or loss of or damage to personal effects, luggage or other property is caused by the
negligence of the Owners' Group. Accordingly, I expressly agree to assume any and all risks concerning my loss of life, illness, injury andloss of or damage to my personal effects or luggage or other property whilst on board the Vessel and during embarkation anddisembarkation.

5.

The Contractors have insured against the risks, losses and liabilities dealt with in this letter and that to the extent that I or my heirs,
executors and assignees may have a claim arising from my deployment, that claim will be notified and made to the Contractors and not toyou or any other member of the Owners’ Group. I or my heirs, executors and assignees undertake to pay any and all expenses for medical
treatment, maintenance, transportation, repatriation, burial and/or other expenses incurred by reason of my loss of life, illness or injury,
whether or not caused by negligence of the Owners' Group. To the extent that any of Owners' Group are nevertheless held liable by any
third party to pay any or all such expenses, I or my heirs, executors and assignees expressly undertake to hold harmless, defend, indemnify
and waive all rights of recourse against the Owners' Group for all such expenses.

6.

I confirm that I and/or the Contractors have arranged appropriate insurance to cover my own personal injury or death compensation andassociated medical costs, transportation, repatriation, burial and/or other costs and expenses incurred by reason of my loss of life, illness or
injury.

7.

I warrant my compliance with all quarantine, passport, weapons licensing and other regulations for all ports of call during the Transit and I
undertake to hold harmless, defend, indemnify and waive all rights of recourse against the Owners for all additional expenses which they
may incur by reason of my non-compliance with this Clause 7, whether negligent or not, including but not limited to additional harbour,
tonnage and light dues, fines and expenses arising out of delay or detention of the Vessel.

8.

If any provision of this undertaking relating to claims for death or personal injury is found to be void or unenforceable, it is my intention andagreement that all other provisions of this undertaking shall remain in full force and effect unless the provisions which are invalid or
unenforceable shall substantially affect the rights or obligations granted to, or undertaken by, me or any member of the Owners' Grouprelating to my death or personal injury. In such case I confirm my instruction and agreement to replace the invalid or unenforceable termwith the following term:

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"The provisions of the Athens Convention relating to the Carriage of Passengers and their Luggage by Sea done in Athens on 13 December
1974 (the "Athens Convention") excluding any Protocols thereto are hereby incorporated into the terms and conditions of this Waiver (butnot any Protocols thereto) as if this Waiver were a Contract of Carriage to which the Athens Convention were applicable. For this purposethe person signing hereunder shall be deemed to be a "passenger" and the contemplated voyage and/or visit shall be deemed to be"international carriage" as defined in the Athens Convention. In the event of any inconsistency between the terms and conditions of this5

Waiver and the terms of the Athens Convention, the terms of the Athens Convention shall prevail but without prejudice to the terms andconditions of this Waiver to the extent that they are not so inconsistent."
The undersigned further represents and warrants to have read and understood in full the above and has willingly and under no duress agreed to its
terms.
Name:
Address:
Domicile:
Phone:
Passport No:
Signature:

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ANNEX E (SCHEDULE OF CHARGES)BIMCO STANDARD CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS
CODE NAME: GUARDCONSCHEDULE OF PORT EMBARKATION AND DISEMBARKATION CHARGESPORTCHARGE

18N, Red Sea:
Fujairah:
Muscat:Indian ports:

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Galle:
Toliara:Durban:Other:
Firearms Drop Off/ Pick Up Only (applicable at any port):

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ANNEX F (STANDARD OPERATING PROCEDURES)
BIMCO STANDARD CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS
CODE NAME: GUARDCON

Note: If the Contractors have Standard Operating Procedures that apply to the provision of Security Services under this Contract, they should be
attached to this Annex F.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELSInterpretation
In this Contract:
Singular/Plural
The singular includes the plural and vice versa as the context admits or requires.
Headings
The headings to the clauses and annexes to this Contract are for convenience only and shall not affect its construction orinterpretation.
1

SECTION 1 – Basis of the Contract

2
3
4

1.

Definitions
In this Contract save where the context otherwise requires, the following words and expressions shall have themeanings hereby assigned to them:

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56“BMP” means, at the date of this Contract, BMP4 (Best Management Practices for Protection Against Somalia
Based Piracy) or such updated version as may have been introduced at the date of the Instruction Notice.

7“Contractors” means the party identified in Box 4.

89“Crew” means the Vessel’s Master, officers and crew and any supernumeraries carried on board save for the
Security Personnel.

1011“Disembarkation Point” means the place or places of disembarkation of Security Personnel stated in the Instruction
Notice or Box 10.

1213“Embarkation Point” means the place or places of embarkation of Security Personnel stated in the Instruction
Notice or Box 10.

14“Embarkation Time” means the time and date stated in the Instruction Notice or Box 9.

15“Firearms” means the firearms and ammunition listed in Annex A (Security Equipment).

16“Flag State” means the State whose flag the Vessel is flying.

17
18“Instruction Notice” means a request for the provision of Security Services in the form set out in Annex C(Instruction Notice).

19“Mobilisation Fee” means the fee stated in Box 14 per Transit or as per Annex E (Schedule of Charges).

20“MSCHOA” means the Maritime Security Centre (Horn of Africa).

21“Owners” means the owners or disponent owners identified in Box 3.

2223“Permits” means, as the context requires, permits, certificates, licences, consents, authorisations, permissions,approvals and visas.

24
25“Rules for the Use of Force” means the rules under which the Security Personnel shall act as set out in Annex B(Rules for the Use of Force) and in accordance with Clause 8 (Master’s Authority and Division of Responsibilities).

26“Security Equipment” means the equipment listed in Annex A (Security Equipment), including the Firearms, if any.

27
28

“Security Personnel” means the personnel directly engaged or employed by the Contractors for the performance of
the Security Services on board the Vessel.

29
30“Security Services” means the services specified in Box 7 and Clause 3 (Security Services) and all other functions
performed by the Contractors under the terms of this Contract.

31
32“Standard Operating Procedures” means the Contractors' standard operating procedures in accordance with which
the Security Personnel will provide the Security Services as set out in Annex F (Standard Operating Procedures).

33
34“STCW” means the International Convention on Standards of Training, Certification and Watchkeeping for
Seafarers, 1978, as amended in 1995 and 2010 and any amendment thereto or substitution thereof.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

35
36“Team Leader” means a member of the Security Personnel designated by the Contractors as team leader andidentified to the Owners.

37
38“Transit” means any voyage under this Contract or for which an Instruction Notice has been issued by the Owners
for the provision of the Security Services.

39“UKMTO” means the UK Maritime Trade Operations office in Dubai.

40“Vessel” means the vessel or vessels details of which are set out in Box 5 or in the Instruction Notice.

41
42
43

2.

Commencement, Appointment and Duration(a) With effect from the date stated in Box 2 for the commencement of the Contract the Owners hereby appoint theContractors and the Contractors hereby agree to provide Security Services to the Vessel.

44
45
46
47
48
49
50

(b) If for a Single Transit as stated in Box 6(i), this Contract shall terminate upon disembarkation of the Security
Personnel and the Security Equipment, unless earlier terminated in accordance with Clause 19 (Cancellation andTermination). If for Multiple Transits as stated in Box 6(ii), this Contract shall have an initial term of twelve (12)months from the date stated in Box 2 and thereafter shall continue in force until terminated by either party giving
not less than thirty (30) days’ notice to the other party (whereupon this Contract shall terminate, unless a Transit isthen underway in which case this Contract shall terminate upon disembarkation of the Security Personnel and the
Security Equipment), unless earlier terminated in accordance with Clause 19 (Cancellation and Termination).

5152(c) This Contract is not an exclusive appointment of the Contractors and if used for Multiple Transits the Owners do
not guarantee a minimum number of Transits per year.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS53

SECTION 2 – Security Services

54
55
56
57

3.

Security Services
The Contractors shall provide the Owners with Security Personnel for a Transit comprising of a minimum of a four(4) man team consisting of one (1) Team Leader and three (3) or more Security Personnel and who shall undertakethe following:

58
59(a) embark the Vessel at the Embarkation Point at the Embarkation Time and accompany the Vessel to the
Disembarkation Point;

60
61
62
63

(b) protect and defend the Vessel during Transit against any actual, perceived or threatened acts of piracy and/or
violent robbery and/or capture/seizure. Such means shall include the use of Security Equipment, where appropriate
and always in accordance with the Rules for the Use of Force, relevant national laws and Standard Operating
Procedures (as may be provided by the Contractors to the Owners); and64(c) act, during the Transit, upon the lawful instructions of the Master.

69
70
71
72
73

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4.

Engagement of Security Services
If this Contract is for Multiple Transits according to Box 6(ii), the Owners shall notify the Contractors of theirrequirement for Security Services by issuing an Instruction Notice. The Contractors shall be obliged to provide
Security Services for Transits only within the geographical scope of operation stated in Box 8 and provided such
Instruction Notice is not issued less than seventy-two (72) hours prior the Embarkation Time.

5.

Change of Specification of Security Services
If either party reasonably considers changes are required to the specification of the Security Services to conform to
any applicable law or regulatory requirement that may be brought in or enacted from time to time, that party shall
implement such changes provided that nothing in this Clause shall require the Owners to agree fewer Security
Personnel or higher fees under this Contract.

65
66
67
68

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS74

SECTION 3 – Obligations and Responsibilities

75
76
77

6.

Contractors’ Obligations and Responsibilities(a) The Contractors undertake to provide the Security Services using all reasonable skill and care and their
responsibilities shall include the following (and other responsibilities as may be agreed):

78
79

(i)

providing general guidance to the Crew and also carrying out such drills, training and preparations for theTransit as the Contractors may recommend to the Master and the Master may agree;

80
81

(ii)

advising and/or assisting with the hardening of the Vessel in accordance with Owners’ instructions and,
where applicable, in accordance with the guidance of BMP;

82

(iii)

monitoring suspicious vessels or craft during the Transit;

83

(iv)

advising the Master on security-related routeing issues;

84
85

(v)

86

(vi)

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87

(vii)

ensuring that at no time the Crew are permitted to handle the Firearms;

88
89(viii)

providing and maintaining the resources to perform the Security Services in accordance with the terms ofthis Contract;

90
91
92

(ix)

establishing and maintaining an operational point of contact available twenty-four (24) hours a day prior toand during the deployment of the Security Personnel to deal with operational issues and queries arising outof the performance of the Security Services, whose contact details are as stated in Box 21; and

93

(x)

arranging transportation from the Vessel, at their cost, of sick or injured Security Personnel.

9495(b) The Contractors shall provide suitably qualified, trained and experienced Security Personnel for the Vessel as
required by the Owners and undertake that:

96

(i)

assisting the Master in liaising with UKMTO and MSCHOA and other authorities as appropriate and inaccordance with the procedures set out in the BMP;
providing post-Transit reports to the Owners;

each of the Security Personnel has:

97
98
99
100
101
102

(1) passed a medical examination with a qualified doctor certifying that they are fit for the duties for which
they are engaged and are in possession of valid medical certificates (ENG1 Medical or equivalent) issued inaccordance with Flag State requirements or such higher standard of medical examination as may be agreed
with the Owners. In the absence of any applicable Flag State requirements the medical certificate shall bevalid at the time the respective Security Personnel member arrives on board the Vessel and shall bemaintained for the duration of their service on board the Vessel;

103(2) relevant STCW and, where applicable, BMP training;

104
105

(3) relevant experience and suitable training in the use and carriage of the Firearms, if any, and the other
Security Equipment and all necessary personal handling licences and certificates;

106
107
108
109

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(4) a valid passport, appropriate visas, and a yellow fever card;(5) no criminal convictions that would ordinarily preclude them from applying for and/or holding a firearms
certificate or equivalent from their country of origin and on request they shall produce substantiating
evidence of such checks/certificates;

110(6) prior military or law enforcement service or other service acceptable to the Owners;

111(7) not been discharged for any disciplinary reasons from military, law enforcement or other service;

112
113
114

(8) a command of the common working language between members of the Security Personnel and theMaster, and has a command of the English language; in each case of a standard to enable him to perform
his duties safely; and4

PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

115
116

(9) a level of mental and physical fitness appropriate to the provision of the Security Services in thecircumstances contemplated by this Contract;

117
118
119

(ii)

120

(c) The Contractors shall:

121

(i)

provide and maintain insurance in accordance with Clause 12 (Insurance Policies);

122
123
124
125

(ii)

be responsible for the management of the Security Personnel, for the payment of salaries and all otherbenefits and emoluments and/or all other payments whatsoever and for the provision of accident andmedical expense insurance (in accordance with Clause 12 (Insurance Policies)) for the Security Personnel
during the term of this Contract; and

126
127
128

(iii)

129

(d) Contractors' Right to Sub-Contract

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130
131
132

(i)

The Contractors shall not sub-contract any of their obligations hereunder without the prior written consent of
the Owners. In the event of such permitted sub-contracting the Contractors shall remain fully liable for thedue performance of their obligations under this Contract.

133
134
135

(ii)

Where the Contractors sub-contract personnel (or a company substantially all of whose shares are owned
by an individual) who are not in the direct employment of the Contractors, the Contractors shall ensure thatsuch sub-contracted personnel agree to be bound by all the terms and conditions of this Contract.

136
137

7.

the Team Leader has prior experience of performing services equivalent to the Security Services on board amerchant vessel; and at least one member of the Security Personnel has been trained in first aid trauma
treatment.

provide the Security Equipment, compliant with all applicable rules and regulations, and maintained for thesatisfactory provision of the Security Services on board the Vessel. The Security Equipment shall be
securely transported to and from the Vessel at the Contractors’ risk.

Owners’ Obligations and Responsibilities
The Owners’ responsibilities shall consist of the following (and other responsibilities as may be agreed):138(a) paying all sums due to the Contractors punctually in accordance with the terms of this Contract;

139(b) paying all usual voyage and Vessel expenses;

140(c) supplying and paying for all materials required to harden the Vessel;

141
142
143
144

(d) ensuring that the Contractors are provided with such access to the Vessel and other premises as may benecessary for the provision of the Security Services and providing such information and materials as theContractors may reasonably require to provide the Security Services (which the Owners shall use reasonableendeavours to ensure is accurate in all material respects);

145
146
147

(e) being responsible for informing all interested parties, including but not limited to Flag State, hull and machinery
underwriters, P&I underwriters, war risk underwriters and charterers, that the Vessel will be protected by a security
team, and of any other relevant details, including whether the Security Personnel will be armed or unarmed;

148(f) liaising with UKMTO and MSCHOA as appropriate and in accordance with the procedures set out in BMP;

149
150

(g) providing victualing and accommodation reasonably required for the Security Personnel at the Owners’
expense during the provision of the Security Services equivalent to that provided to the Vessel’s officers;

151(h) providing a secure location for the storage and safe-keeping of any Firearms on board;

152
153

(i) deviating the Vessel at their cost to the nearest port or place for the purposes of the disembarkation of sick or
injured Security Personnel; and

154
155

(j) ensuring that the Security Personnel are entered onto the Vessel's crew list as supernumeraries uponembarkation and are given ship-board familiarisation training.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS156

SECTION 4 – Master’s Authority, Division of Responsibilities and Hijacking

157
158
159
160
161

8.

Master’s Authority and Division of Responsibilities(a) The Master shall, at all times throughout the duration of this Contract and the performance of the Security
Services, have and retain ultimate responsibility for the safe navigation and overall command of the Vessel. Any
decisions made by the Master shall be binding and the Contractors undertake to instruct the Security Personnel
accordingly.

162
163
164

(b) In the event of any actual, perceived or threatened act of piracy and/or violent robbery and/or capture/seizureby third parties the Team Leader shall advise the Master or (in the Master’s absence) the Officer of the Watch that
he intends to invoke the Rules for the Use of Force.

165
166
167

(c) Each of the Security Personnel shall always have the sole responsibility for any decision taken by him for theuse of any force, including targeting and weapon discharge, always in accordance with the Rules for the Use ofForce and applicable national law.

168
169
170
171

(d) Nothing in this Contract shall be construed as a derogation of the Master’s authority under SOLAS. Accordingly,
the Master retains the authority to order the Security Personnel to cease firing under all circumstances. However,for the avoidance of doubt, nothing in this Clause shall compromise each of the Security Personnel’s right of selfdefence in accordance with applicable national law.

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173
174

9.

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Hijacking
The Contractors do not guarantee the safety of the Vessel or Crew during the provision of the Security Services. If
the Vessel is hijacked:

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177

(a) The Contractors shall be entitled to be briefed by the Owners’ Incident Management Team or other relevant
person(s) in charge of the management of the hijacking incident. The Contractors shall be entitled to receive
regular weekly reports as to the progress of the negotiations.

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179

(b) The Contractors and Security Personnel shall not do anything to endanger the lives of the Crew and/or otherpersons permitted by the Master to travel on board the Vessel.

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181

(c) The Contractors shall be under no obligation to contribute to ransom payments to secure the release of theVessel and Crew (whether or not the Security Personnel are on board the Vessel at the time of release).

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

182

SECTION 5 – Permits and Licences, Investigations and Claims

183
184
185
186

10.

Permits and Licences(a) The Owners shall obtain and maintain any and all Permits which may be required for the Vessel to carry the
Security Personnel on board the Vessel and/or for the performance of the Security Services on board the Vessel
including the carriage and use of any Firearms and the other Security Equipment.

187
188
189

(b) The Contractors shall obtain and maintain any and all Permits which may be required in order for theContractors and the Security Personnel to undertake the Security Services using any Firearms and other Security
Equipment. Such Permits shall include (as necessary) those required under the laws of:

190

(i)

the country of incorporation and/or operation of the Contractors;

191

(ii)

the country in which each of the Security Personnel takes his nationality; and

192

(iii)

193

(c) Details of Permits (as necessary) held by the Contractors for these purposes are set out in Box 11.

194(d) For the avoidance of doubt:

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195
196
197

(i)

If the Owners have not obtained the required Permits in accordance with Sub-clause (a) above, the Owners
shall indemnify the Contractors for any fines, penalties, losses, costs, legal fees and disbursements as aresult of the Owners’ failure to perform such obligations.

198
199
200

(ii)

If the Contractors have not obtained the required Permits in accordance with Sub-clause (b) above, theContractors shall indemnify the Owners for any fines, penalties, losses, costs, legal fees and disbursements
as a result of the Contractors’ failure to perform such obligations.

201(e) Each party shall provide the other party with a copy of the required Permits upon request.

202
203
204

11.

the countries of Embarkation Point/Disembarkation Point.

Investigations and Claims(a) Following any incident where a discharge of Firearms occurs, the Master and the Team Leader shall provide
formal written records of the incident as may be required by applicable national law.

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206

(b) If an incident takes place which leads to an investigation by the Owners and/or Flag State and/or otherauthorised body, the Contractors shall cooperate in such an investigation.

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208

(c) Each party shall assist the other party in defending any third party claims arising out of the provision of the
Security Services, in which case the reasonable costs of such assistance shall be borne by the defending party.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS209

SECTION 6 – Insurance, Fees and Taxes

210
211
212

12.

Insurance Policies(a) The Contractors shall at all times during the period of this Contract maintain insurances to cover their liabilities
and contractual indemnities, including those under Clause 15 (Liabilities and Indemnities), as follows:

213

(i)

employer’s liability insurance covering the Contractors' liability to the Security Personnel;

214
215

(ii)

comprehensive liability insurance including insuring the Contractors' liability to third parties for personal
injury and death, property damage and other loss;

216

(iii)

professional indemnity insurance; and

217
218

(iv)

personal accident insurance for each of the Security Personnel in a sum not less than United States Dollars
two hundred and fifty thousand (US$250,000) per person.

219

The policies above shall provide the Contractor with cover for emergency medical expenses and repatriation costs.

220
221

The Contractors shall ensure that the use of Firearms or Security Equipment whilst on board shall not invalidate theabove insurances.

222
223
224
225
226
227

(b) These insurances shall be placed with reputable insurers and in respect of the insurances listed in Sub-clauses(a)(i) to (a)(iii) shall have (i) policy limits not less than United States Dollars five million (US$5,000,000) or as statedin Box 12, whichever is the higher amount, and (ii) reasonable deductibles (by reference to market practice), which
deductibles shall be for the account of the Contractors. The Contractors shall upon request furnish the Owners withcopies of the cover notes which provide information to verify that the Contractors have complied with the insurance
requirements of this Contract.

228
229

(c) The Owners confirm that the Vessel is entered with a P&I Club that is a member of the International Group of
P&I Clubs or another internationally reputable marine liability insurer.

230
231
232
233

(d) The Owners shall be under no obligation to disclose the existence of any kidnap and ransom (K&R) insurance
they may have placed. In any event, if there is K&R or similar insurance in place, the Contractors acknowledge thatsuch a policy may not respond in respect of the Security Personnel in circumstances where they are not on board
the Vessel.

234
235

(e) Each of the parties shall use reasonable endeavours to ensure that its underwriters waive their rights ofsubrogation against the other party.

236
237
238

(f) For purposes of this Clause 12 (Insurance Policies) rights extended to the Owners and Contractors shall be
extended to the Owners’ Group and Contractors’ Group respectively (as such expressions are defined in Subclauses 15(a)(i) and 15(a)(ii)) of Clause 15 (Liabilities and Indemnities)).

239
240
241
242
243

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13.

Fees and Expenses(a) In consideration of the Security Services, the Owners shall pay the Contractors the daily rate for all the Security
Personnel or lump sum for the Transit in the currency and amount stated in Box 13 from the actual date and time ofembarkation of the Security Personnel and the Security Equipment until the actual date and time of theirdisembarkation.

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244
245

(b) The Owners shall pay the Contractors the Mobilisation Fee, if any, on the signing of this Contract for a Single
Transit and upon issuing the Instruction Notice in respect of Multiple Transits.

246
247
248

(c) The Contractors shall provide the Owners with invoices not more than thirty (30) days after Disembarkation
specifying the fees due for the Security Services provided during the currency of any Instruction Notice or, as thecase may be, this Contract.

249
250
251
252
253
254

(d) Save in respect of the Mobilisation Fee and any agreed advance payments, the Owners shall pay all invoices
issued to them by the Contractors within twenty-one (21) days of the date of receipt of the invoice. If the Owners do
not pay within twenty-one (21) days the Contractors shall have the right to issue a written notice of default and the
Owners shall have a further seven (7) days in which to pay, failing which the Contractors shall have the right tosuspend all or part of the Security Services and/or terminate this Contract in accordance with Clause 19(Cancellation and Termination).

255
256

(e) The Owners shall make payment of each invoice by electronic transfer to the Contractors’ bank account statedin Box 15.
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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

257
258
259

(f) If the Contractors provide an invoice to the Owners which is disputed, the Owners shall pay the Contractors theundisputed amount of such invoice on the due date and shall notify the Contractors in writing of any disputed
amount as soon as practicable.

260
261
262

(g) If the Owners require the Contractors to perform services additional to those set out herein, both parties willagree in writing, prior to such services being provided, on the nature of the additional services to be provided andthe additional fees to be paid by the Owner.

263
264

(h) If a daily rate is agreed and specified in Box 13, the rate shall be payable for each and every twenty-four (24)hour period and pro rata for each part day thereof that the Security Services are provided.

265
266
267

(i) If the Owners require the Embarkation Time to be re-scheduled for any reason, the Owners shall notify theContractors in writing and the Embarkation Time will be re-scheduled to the Owners' chosen time and dateprovided that:

268
269
270

(i)

271
272

(ii)

273
274
275

(j) The standby rate specified in Box 16 is payable by the Owners to the Contractors for one period of twenty-four(24) hours after the date at which the Vessel arrives at the Disembarkation Point, in respect of demobilisation of the
Security Personnel and Security Equipment.

276
277

(k) If the Vessel is hijacked and the hijackers have control of the Vessel then all daily payments will be suspended
and liability on the part of the Owners to pay the daily rate shall cease.

278
279
280

(l) Save where a lump sum has been agreed, the Owners shall reimburse the Contractors for any additional costs,
expenses and/or disbursements, including but not limited to transport and accommodation charges, incurred by theContractors with the agreement of the Owners and accompanied by supporting documentation.

281
282
283
284
285
286

14.

where the Owners give such notice at least forty-eight (48) hours before the original Embarkation Time, nofinancial penalty or additional fees will be incurred by the Owners and the daily rate will be payable from there-scheduled Embarkation Time;

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where the Owners give such notice less than forty-eight (48) hours before the original Embarkation Time,the daily rate will be payable from the original Embarkation Time.

Taxes(a) Subject to Sub-clause (d), the Owners shall be responsible for the payment of all taxes, duties, levies, charges
and contributions (and any interest or penalties thereon) imposed by law on the Owners’ property or personnel(including, without limitation, the Vessel and Crew), whether or not they are calculated by reference to the wages,salaries, benefits or expenses and other remuneration paid directly or indirectly to persons engaged or employedby the Owners.

287
288
289
290
291

(b) The Contractors shall be responsible for the payment of all taxes, duties, levies, charges and contributions (andany interest or penalties thereon) imposed by law on the Contractors’ equipment or personnel (including, without
limitation, the Security Equipment and the Security Personnel), whether or not they are calculated by reference tothe wages, salaries, benefits or expenses and other remuneration paid directly or indirectly to persons engaged or
employed by the Contractors.

292
293
294
295

(c) Where any taxable supply for VAT (or equivalent indirect sales tax) purposes is made under the Contract by theContractors to the Owners, the Owners shall, on receipt of a valid VAT invoice from the Contractors, pay to theContractors such additional amounts in respect of VAT as are chargeable on the supply of the Security Services atthe same time as payment is due for the supply of the Security Services.

296
297
298
299
300
301

(d) Withholding taxes shall be for the Contractors’ account. Any amounts paid by the Owners to the Contractors
hereunder shall be net of any withholding taxes required to be deducted from such amounts by relevant taxation
authorities, in which case the Owners shall supply the Contractors with a certificate from the relevant taxation
authorities that such withholding taxes have been paid. The Owners shall take reasonable steps to make all
relevant information and documentation available to the Contractors to enable them to reduce or eliminate any
withholding taxes demanded by any taxation authority, or in recovering such withholding taxes.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS302

SECTION 7 – Legal and Liabilities

303
304

15.

Liabilities and Indemnities(a) Definitions - For the purpose of this Clause:

305
306
307

(i)

“Owners’ Group” means the Owners, the registered owner of the Vessel (if not the Owners), and each of
their subsidiaries and/or affiliate companies, employees, directors, officers, agents and insurers, the Crew,
and any persons permitted by the Master to travel on board the Vessel (save for the Security Personnel).

308
309
310

(ii)

“Contractors’ Group” means the Contractors and their subsidiaries and/or affiliate companies, employees,
sub-contracted personnel (including, without limitation, the Security Personnel), directors, officers, agentsand insurers.

311(b) Knock for Knock

312

(i)

313
314
315
316
317
318
319
320
321
322
323

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OwnersThe Owners’ Group shall not be responsible for loss of or damage caused to or sustained by the property of
the Contractors’ Group (whether on board the Vessel or not) or incur any liability in respect of personal
injury, illness or death of any individual member of the Contractors’ Group (whether on board the Vessel ornot) arising out of or in any way connected with the performance of this Contract, even if such loss, damage,injury or death is caused wholly or partially by (i) the act, neglect or default of the Owners’ Group and/or (ii)the unseaworthiness of the Vessel. The Contractors expressly agree and undertake to hold harmless,defend, indemnify and waive all rights of recourse against the Owners’ Group from and against any and all
claims, demands, liabilities or causes of action of any kind or character, made by or available to any person
or party, for injury to, illness or death of any of the Contractors’ Group, or for damage to or loss of property(except cargo) owned by or in the possession of, the Contractors’ Group.

(ii)

324
325
326
327
328
329
330
331
332
333

Contractors
The Contractors’ Group shall not be responsible for loss of or damage caused to or sustained by theproperty of the Owners’ Group (including, without limitation, the Vessel) or incur any liability in respect of
personal injury, illness or death of any individual member of the Owners' Group (whether on board the
Vessel or not) arising out of or in any way connected with the performance of this Contract, even if suchloss, damage, injury or death is caused wholly or partially by the act, neglect or default of the Contractors’Group. The Owners expressly agree and undertake to hold harmless, defend, indemnify and waive all rightsof recourse against the Contractors’ Group from and against any and all claims, demands, liabilities orcauses of action of any kind or character, made by or available to any person or party, for injury to, illness ordeath of any of the Owners’ Group, or for damage to or loss of property (except cargo, unless owned by
Owners’ Group) owned by or in the possession of, the Owners’ Group.

334(c) Third party liability

335
336
337
338
339

(i)

340
341
342
343
344

(ii)

345
346
347
348

(iii)

Notwithstanding any other Clause of this Contract save for Sub-clause (d) below, the Owners’ Group shallbe indemnified by the Contractors for all claims, liabilities, losses, liabilities to Crew and third parties(including costs, expenses and fines) whatsoever and howsoever arising out of or in connection with theaccidental and/or negligent discharge of any Firearms by the Security Personnel.

349
350
351
352
353
354

(iv)

Each party shall give notice to the other party as soon as practicable of any circumstances of which they
become aware during the period of the Contract which may give rise to a loss or a claim against the otherparty. The party from whom the indemnity is being sought shall cooperate fully with the other party and shallhave the right, subject to the other party’s agreement, to take over the claim including defending andsettling, as appropriate, any liability for which the indemnifying party would be liable to indemnify the otherparty.

The Contractors expressly agree to hold harmless, defend, indemnify and waive all rights of recourse
against the Owners’ Group from and against any and all claims, demands, liabilities, costs or causes ofaction of any kind, made by or available to any third party (including, without limitation, governmental
authorities) arising out of any unlawful and/or negligent act or omission by the Contractors’ Group in theperformance of this Contract save to the extent of the Owners’ own negligence.

WORKING COPYThe Owners expressly agree to hold harmless, defend, indemnify and waive all rights of recourse against
the Contractors’ Group from and against any and all claims, demands, liabilities, costs or causes of action of
any kind, made by or available to any third party (including, without limitation, governmental authorities)
arising out of any unlawful and/or negligent act or omission by the Owners’ Group in the performance of thisContract save to the extent of the Contractors’ own negligence.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS355(d) Limitation of liability

356
357
358
359

Unless otherwise agreed, the liability of each party to the other for any loss, damage, liability or indemnity under
this Contract shall be limited to United States Dollars five million (US$5,000,000) or as stated in Box 12, whicheveris the higher amount, without prejudice to the right of the Owners’ Group to limit their liability under any applicablenational law or international convention.

360(e) Neither the Owners nor the Contractors shall be liable to the other party for:

361
362
363

(i)

any loss of profit, loss of use or loss of production whatsoever and whether arising directly or indirectly fromthe performance or non-performance of this Contract, and whether or not the same is due to negligence or
any other fault on the part of either party, their servants or agents; or

364
365

(ii)

any consequential loss or damage for any reason whatsoever, whether or not the same is due to any
breach of contract, negligence or any other fault on the part of either party, their servants or agents.

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366
367
368
369
370
371
372
373
374
375
376

16.

Security Personnel Liability
None of the Security Personnel shall in any circumstances whatsoever be under any personal liability whatsoever
to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any
act, neglect or default on his part while acting in the course of or in connection with his employment and, without
prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation, condition andliberty herein contained and every right, exemption from liability, defence and immunity of whatsoever natureapplicable to the Contractors or to which the Contractors are entitled hereunder shall also be available and shallextend to protect each of the Security Personnel acting as aforesaid and for the purpose of all the foregoingprovisions of this Clause the Contractors are or shall be deemed to be acting as agent or trustee on behalf of andfor the benefit of all persons who are or might be his servants or agents from time to time (including sub-contractors
as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Contract.

377
378
379

17.

Security Personnel – Waiver
The Contractors undertake to procure from each member of the Security Personnel, prior to their boarding the
Vessel, individual waivers in substantively the form attached to this Contract in Annex D (Individual Waiver).

380
381
382
383

18.

Delay
(a) The Contractors shall use their best endeavours to avoid delays in embarkation and/or disembarkation of the
Security Personnel and Security Equipment but shall not be responsible for the first twenty-four (24) hours of any
delay, prior to the actual time and date of embarkation/disembarkation.

384
385
386
387
388

(b) In the event of adverse weather conditions as a result of which the duration of the Security Services is
extended, any additional time required for the completion of the Security Services will be payable at the daily ratestated in Box 13.
19.

Cancellation and Termination(a) Pre-Transit cancellation

389
390
391

If an embarkation of Security Personnel and/or Security Equipment in respect of any Transit is delayed by morethan twenty-four (24) hours for any reason whatsoever other than Owners’ default, the Owners shall be entitled tocancel the Transit forthwith.

392
393

If a Transit is cancelled by the Owners, other than by reason of delay above, the Owners shall pay to theContractors:

394
395
396

(i)

397
398
399

(ii)

on cancellation with less than forty-eight (48) hours’ notice, thirty per cent (30%) of the fees for theestimated Transit period at the daily rate/lump sum (unless otherwise stated in Box 17) in addition to the
Mobilisation Fee; or

400
401
402

(iii)

On cancellation with less than twenty-four (24) hours’ notice, fifty per cent (50%) of the fees for theestimated Transit period at the daily rate/lump sum (unless otherwise stated in Box 17) in addition to the
Mobilisation Fee.

403(b) Termination

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on cancellation with less than seventy two (72) hours’ notice, ten per cent (10%) of the fees for theestimated Transit period at the daily rate/lump sum (unless otherwise stated in Box 17) in addition to the
Mobilisation Fee;

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

404
405
406

(i)

The Owners may terminate this Contract forthwith at any time by written notice if the Flag State either
withdraws or does not in the first instance agree in writing to permit and give the Flag State authorisation or
licence necessary for the Security Services provided under this Contract.

407
408
409

(ii)

The Contractors may terminate this Contract forthwith at any time by written notice if any undisputed sums
remain unpaid under the terms of this Contract for seven (7) days after receipt by the Owners of theContractors’ written notice of default in payment.

410

(iii)

Either party may terminate this Contract forthwith by giving notice in writing to the other if the other party:

411
412
413

(1) is in material breach of its obligations under this Contract and, save as provided for breach of payments
provided in Sub-clause (b)(ii) above, fails to remedy that breach (if remediable) within twenty-four (24)hours of receiving notice of such breach from the innocent party; or

414
415
416
417
418
419

(2) becomes bankrupt or insolvent, or has a receiving order made against it, or compound with its creditors,
or being a corporation commences to be wound up (not being a members' voluntary winding up for the
purpose of amalgamation or reconstruction) or carries on its business under a receiver for the benefit of
its creditors or any of them. Under any of these circumstances the other party shall be at liberty toterminate this Contract forthwith by notice in writing to the party or to the receiver or liquidator or to any
person in whom this Contract may become vested.

420

(iv)

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Upon termination of this Contract:

421
422

(1) the Owners shall pay any and all sums then due and payable by the Owners under the terms of thisContract; and

423
424
425

(2) the Contractors shall discontinue performance of the Security Services and disembark the Security
Personnel and the Security Equipment from the Vessel as soon as reasonably practicable and safe to
do so and will otherwise comply with the Owners’ reasonable instructions regarding such termination.

426
427

(c) Clause 15 (Liabilities and Indemnities), Clause 16 (Security Personnel Liability), Clause 24 (Dispute Resolution)
and Clause 27 (Confidentiality) shall survive the termination of this Contract.

428
429

(d) The right to terminate in this Clause is without prejudice to any other rights or remedies the party terminating
the Contract may have in this Contract or by law.

430
431
432
433

20.

Compliance with Laws and Regulations
Each of the Parties shall not do or permit to be done anything which might cause any breach or infringement of
national laws and international conventions including, without limitation, regulations of the Flag State and theplaces where the Vessel trades.

434
435
436

21.

Health, Safety and Environmental Regulations
Whilst on board the Vessel, the Contractors and the Security Personnel shall comply with such of the Owners’
health and safety requirements as the Owners may have notified to the Security Personnel.

437
438

22.

Drug and Alcohol Policy
The Security Personnel shall not bring or consume alcohol or drugs on board the Vessel.

439
440
441

23.

No Salvage
The Contractors and the Security Personnel hereby waive their rights to claim any award for salvage performed on
the Vessel or life salvage.

442
443
444
445
446

24.

Dispute Resolution(a) This Contract and any non-contractual obligations arising out of it shall be governed by and construed inaccordance with English law and any dispute arising out of or in connection with this Contract shall be referred toarbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment
thereof save to the extent necessary to give effect to the provisions of this Clause.

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447
448

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms
current at the time when the arbitration proceedings are commenced.

449
450
451
452
453
454

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator
and send notice of such appointment in writing to the other party requiring the other party to appoint its own
arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole
arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen(14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within
the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any
12PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

455
456
457

further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party
accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed byContract.

458
459

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointmentof a sole arbitrator.

460
461
462
463

In cases where neither the claim nor any counterclaim exceeds the sum of United States Dollars one hundred
thousand (US$100,000) (or such other sum as the parties may agree) the arbitration shall be conducted inaccordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings arecommenced.

464
465
466
467
468
469
470

(b) This Contract and any non-contractual obligations arising out of it shall be governed by and construed inaccordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of
the State of New York and any dispute arising out of or in connection with this Contract shall be referred to three
persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; theirdecision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may beentered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordancewith the rules of the Society of Maritime Arbitrators, Inc.

471
472
473
474

In cases where neither the claim nor any counterclaim exceeds the sum of United States Dollars one hundred
thousand (US$100,000) (or such other sum as the parties may agree) the arbitration shall be conducted inaccordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time
when the arbitration proceedings are commenced.

475
476
477
478

(c) This Contract and any non-contractual obligations arising out of it shall be governed by and construed inaccordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection
with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable
there.

479
480(d) Notwithstanding Sub-clauses (a), (b) or (c) above, the parties may agree at any time to refer to mediation any
difference and/or dispute arising out of or in connection with this Contract.

481
482

(i)

In the case of a dispute in respect of which arbitration has been commenced under Sub-clauses (a), (b) or(c) above, the following shall apply:

483
484
485

(ii)

Either party may at any time and from time to time elect to refer the dispute or part of the dispute tomediation by service on the other party of a written notice (the "Mediation Notice") calling on the other party
to agree to mediation.

486
487
488
489
490
491

(iii)

The other party shall thereupon within fourteen (14) calendar days of receipt of the Mediation Notice confirm
that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further
fourteen (14) calendar days, failing which on the application of either party a mediator will be appointed
promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that
purpose. The mediation shall be conducted in such place and in accordance with such procedure and onsuch terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

492
493
494

(iv)

If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal andmay be taken into account by the Tribunal when allocating the costs of the arbitration as between theparties.

495
496

(v)

497
498
499

(vi)

Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shallcontinue during the conduct of the mediation but the Tribunal may take the mediation timetable into accountwhen setting the timetable for steps in the arbitration.

500
501

(vii)

Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in
the mediation and the parties shall share equally the mediator's costs and expenses.

502
503
504

(viii)The mediation process shall be without prejudice and confidential and no information or documents
disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under thelaw and procedure governing the arbitration.

505(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

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The mediation shall not affect the right of either party to seek such relief or take such steps as it considers
necessary to protect its interest.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

506(e) If Box 19 in Part I is not appropriately filled in, Sub-clause (a) of this Clause shall apply.

507
508

Note: Sub-clauses (a), (b) and (c) are alternatives; indicate alternative agreed in Box 19. Sub-clause (d) shall apply
in all cases.

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PART IIGUARDCON – CONTRACT FOR THE EMPLOYMENT OF SECURITY GUARDS ON VESSELS

509

SECTION 8 – General

510
511
512

25.

Assignment
Neither of the parties shall assign any of their rights under this Contract without the prior written consent of theother party, such consent not to be unreasonably withheld or delayed.

513
514
515
516
517

26.

Notices
Any party giving notice under this Contract shall ensure that it is effectively given and such notice shall be treatedas received during the recipients’ office hours. If such notice is sent outside the recipients’ office hours it shall betreated as received during the recipients’ next working day. For the purpose of giving notices the Owners’ contact
details are stated in Box 20 and the Contractors’ contact details are stated in Box 21.

518
519
520
521

27.

Confidentiality(a) Neither the Owners nor the Contractors shall disclose to third parties any confidential information relating to precontractual discussions and/or the terms and conditions of this Contract, except with the prior written consent of theother party, or to the extent required by law, or by a request of a Government or agency thereof.

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522
523

(b) The parties shall take reasonable precautions to ensure that no unauthorised disclosure of confidential
information takes place.

524
525

(c) If the Contractors or the Owners are uncertain as to whether information is confidential, the Contractors or the
Owners (as the case may be) shall consult with the other party.

526
527
528

(d) Should the Contractors or the Owners be required by law to disclose confidential information, the disclosing
party will notify the other party and shall disclose only the minimum confidential information required to satisfy legal
requirements.

529
530

(e) Neither party shall comment upon nor discuss this Contract nor any incident related to it with the media without
the permission of the other party.

531
532
533

(f) Information is not confidential for the purposes of this Clause if it was in the possession of the party prior toreceipt from the Owners or the Contractors; becomes publicly available other than as a result of a breach of thisContract by one of the parties; or is lawfully received from a third party.

534(g) This Clause shall survive termination of this Contract.

535
536
537

28.

Third Party Rights
Except to the extent provided in Clause 15 (Liabilities and Indemnities) and Cl. 16 (Security Personnel Liability), no
third parties may enforce any term of this Contract.

538
539
540
541
542
543
544

29.

Partial Validity
If any provision of this Contract is or becomes or is held by any arbitrator or other competent body to be illegal,
invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed to be amended
to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible,
the provision shall be deemed to be deleted from this Contract to the extent of such illegality, invalidity or
unenforceability, and the remaining provisions shall continue in full force and effect and shall not in any way beaffected or impaired thereby.

545
546
547
548

30.

Entire Contract
This Contract constitutes the entire Contract between the parties and no promise, undertaking, representation,
warranty or statement by either party prior to the date stated in Box 2 shall affect this Contract. Any modification ofthis Contract shall not be of any effect unless in writing signed by or on behalf of the parties.

WORKING COPY

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