Exhibit 10.11


 


PROJECT MANAGEMENT


 


FRAMEWORK AGREEMENT


 


Maersk Supply Service Integrated Solutions A/S


 


AND


 


Nauru Ocean Resources Inc


 



     


     


    

 


SECTION 1: FORM OF AGREEMENT


 


This Agreement is entered into on          6
April           2018 (Effective Date)


 


Parties


 


Maersk Supply Service Integrated
Solutions A/S with registered address at Esplanaden 50, 1263 Copenhagen K, Denmark with company reg. no.: 38417622 (Project Manager);


 


and


 


Nauru Ocean Resources Inc., a
company incorporated in the Republic of Nauru with registered address c/ DeepGreen Resources Inc. 10th Floor, 595 Howe Street, Vancouver,
British Columbia V6C 2T5, Canada and company reg. no. 1-2028 (Company),


 


each referred to as a Party or collectively as the Parties.


 


RECITALS


 


		A.	The Company is the registered holder, and the legal and beneficial holder, of the ISA Contract.



 


		B.	Company wishes to carry out Operations within the Contract Area and requires Services in relation to such
Operations.



 


		C.	The Parties wish to enter into this Agreement to appoint the Project Manager to perform the Services and
to define, as from the Effective Date, their respective rights and obligations with respect to the Services.



 


THE PARTIES AGREE AS FOLLOWS.


 


		1.	Effective Date.



 


This Agreement takes effect on Effective Date and unless
earlier terminated in accordance with its terms terminates on the latter of:


 


		(a)	31 December 2020;



 


		(b)	the last day of the final Campaign (being Campaign 7c) as reflected in the final Campaign Schedule,



 


(the Term).


 


		2.	Documents comprising this Agreement. This Agreement is comprises the following sections:



 


		(a)	Section 1: Form of Agreement



 


		(b)	Section 2: Terms and Conditions for the Project Management Services



 




    Page 2 of 41


     


    

 


		(  )	Section 3: Rates and Prices



 


		(a)	Section 4: Scope of Work



 


		(b)	Section 5: Change Order



 


		(c)	Section 6: Purchase Order



 


		3.	Order of precedence.



 


To the extent of any ambiguity, inconsistency
or conflict between provisions of any of the documents comprising this Agreement then the relevant provision of the documents will prevail
in the order of precedence set out in clause 2.


 


		4.	Call off process.



 


		4.1	The Project Manager must provide the Services to the Company
in accordance with:



 


		(a)	this Agreement; and



 


		(b)	each Purchase Order agreed between the Parties in accordance with clause 4.2 below.



 


		4.2	In respect of each Purchase Order:



 


		(c)	the Company must give notice to the Project Manager setting out the proposed Campaign Schedule overview
in accordance with clause 8.2(b) of Section 2; such notice must be given not later than 3 months before commencement of the mobilization
window of the vessel;



 


		(d)	as soon as practicable after the Company’s notice pursuant to clause 4.2(a) of this Section 1: Form of
Agreement, the Project Manager, together with input from the Company Representative, shall provide the Company with the draft Project
Schedule (including proposed budget, Contracts and personnel required for the Services);



 


		(e)	at least two (2) months before commencement of the mobilization window of the vessel for the Company’s
relevant Campaign Schedule:



 


		(i)	the Parties shall agree the content of the Purchase Order,
including Project Schedule, budget, Services, Contracts and personnel required in respect of that Campaign; and



 


		(  )	the Company will issue to the Project Manager the Purchase
Order as agreed pursuant to paragraph (i)(Call Off Date).



 


	 	 	Timing	 	Action	 	Responsible Party
	1.	 	Not later than 3 months before commencement of mobilization window of vessel	 	Campaign Schedule: 



Company gives notice to Project Manager of Campaign Schedule	 	Company
	 	 	 	 	 	 	 
	 2.	 	As soon as practicable after Company gives notice of Campaign Schedule	 	Draft Project Schedule: 



Project Manager submits to Company the draft Project Schedule	 	Project Manager, with Company Representative input
	 	 	 	 	 	 	 
	3.	 	At least 2 months before commencement of mobilization window of vessel	 	Agree Purchase Order 



Purchase Order agreed between the Parties	 	Company and Project Manager
	 	 	 	 	 	 	 
	4.	 	At least 2 months before commencement of mobilization window of vessel	 	Issue Purchase Order 



Company issues Purchase Order	 	Company



 






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		5.	Payment. In consideration of the due and proper performance
of the Services by the Project Manager, the Company agrees to pay the Project Manager for the performance of the Services in accordance
with the terms of this Agreement.



 


		6.	Exclusivity. During the Term the Company grants exclusivity
to Project Manager to provide the Services and will not enter into any agreement with any third party under which that third party would
be obliged to provide Services to the Company without the Project Manager’s prior written consent.



 


		7.	Parties’ Representatives for this Agreement. The Parties
appoint Representatives as set out in clause 8 below to exercise or perform the Party’s rights or obligations under this Agreement. A
Party’s Representative may nominate a delegate to exercise any of his or her powers, duties, discretions or authority.



 


A Party may at any time by notice in
writing to the other Party remove the existing Representative and appoint a new Representative. The Representatives do not have powers
or authority to amend the Agreement.


 


	For Project	Scott Wilson 
	Manager	 
	 	 
	(Project 	 
	Manager	 
	Representative)	 
	 	 
	For Company	Anthony O’Sullivan
	 	 
	(Company	 
	Representative)	 


 



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		8.	Notice particulars. The addresses for the service of notices
are as follows:



 


	For Project Manager	Lyngby Hovedgade 85

    DK-2800 Kogens Lyngby 

    Denmark 

    Email: Scott.Wilson@maersksupplyservice.com
	 	 
	For Company	10th Floor, 595 Howe Street,

    Vancouver, B.C., V6C 2T5. 

    Email: aosullivan@deepgreenresources.com


 


		9.	Communications. All instructions, notices, authorizations,
approvals and acknowledgements and other communications between the Parties must be in writing.



 



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		10.	Execution. Executed as an
agreement.


 


	Executed by Maersk Supply Service

 Integrated Solutions A/S by its duly

 authorized representatives:	 	 
	 	 	 
	Signed:	 	Signed:
	 	 	 
	/s/ Olivier Trouve	 	/s/ Jonas M. Agersuou
	Name: 	Olivier Trouve	 	Name: 	Jonas M. Agersuou
	Position: 	CEO	 	Position: 	CEO
	Date:	 	 	Date:	 6/4/2018


 


	Executed by Nauru Ocean Resources Inc., by

 its duly authorized representative:	 
	 	 	 
	Signed:	/s/ GERARD BARRON	 
	Name:	GERARD BARRON	 
	Position:  	DIRECTOR	 
	Date:	6th April 2018	 


 






    Page 6 of 41


     


    

 


SECTION 2 -TERMS AND CONDITIONS FOR PROJECT
MANAGEMENT SERVICES


 


		1	DEFINITIONS AND INTEPRETATION



 


		1.1	In
this Agreement the initialized terms have the following meaning.



 


ABC Laws includes (i) the UK
Bribery Act 2010 and any other anti-corruption law of the United Kingdom (including any applicable common law, law of equity, any written
law, statute, regulation or other instrument made under statute); (ii) the United States Foreign Corrupt Practices Act, regardless of
whether the relevant person or entity is a “domestic concern” for the purposes of that statute; (iii) the principles described
in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17
December 1997 which came into force on 15 February 1999, and the Convention’s commentaries, and other such Conventions including the United
Nations Convention against Corruption which entered into force on 14 December 2005; (iv) the Canadian Corruption of Foreign Public Officials
Act and all other applicable laws and regulations in Canada (including each Canadian province) with respect to bribery or corruption;
and (v) any other anticorruption law of a country which applies to Project Manager or the Company from time to time in relation to the
Agreement.


 


Affiliate means any entity controlling,
controlled by, or under common control with Project Manager or Company respectively, including (i) any person under common Control with
a Party or under common Control with a person under the direct or indirect Control of the Party; or (H) any person under the direct or
in direct Control of a person that has the direct or indirect control of the Party.


 


Agreement means this agreement (including all of the
Sections).


 


Background Intellectual Property
means any Intellectual Property that is owned by or licensed to either Party independently of the Agreement, and includes Intellectual
Property that may be used in the performance of the Services or which is incorporated into the Services or otherwise made available by
either party in connection with this Agreement.


 


Business Day means a day on which
the banks are open for business in London, England and Copenhagen, Denmark, other than a Saturday, Sunday or public holiday in those cities.


 


Call Off Date has the meaning given to it in clause
4.2(e)(ii) of Section 1.


 


Campaign means the activities
described in the applicable Campaign Schedule as agreed in the applicable Purchase Order.


 


Campaign Schedule means each
schedule of activities (including list of all required Contracts) for the Operations provided by the Company pursuant to clause 8.2(b).


 


Claim means any cost, demand,
legal proceedings, claims, actions, fines, penalties, obligations or liabilities of any nature, including legal costs on a full indemnity
basis, arising under any statue or in equity or under a contract or at common law or otherwise at law of whatsoever nature.


 


Company means the entity designated as such in Section
1: Form of Agreement.


 



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Company Group means the Company, its Contractors
of any tier, its and their respective Affiliates, its and their respective directors, officers, employees, invitees and agents but does
not include any member of the Project Manager Group.


 


Company Representative is the person appointed
by the Company for the purposes of clause 9 of Section 1.


 


Consequential Loss means:


 


		(a)	consequential or indirect loss under English law; and



 


		(b)	loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each
case whether direct or indirect to the extent that these are not included in paragraph (a), and whether or not foreseeable at the Effective
Date.



 


Contract means any agreement, contract,
purchase order or other arrangement under which a Contractor is engaged (or proposed to be engaged, as relevant) by the Project Manager
for a part of the Operations.


 


Contract Area is the physical area falling within the scope
of the ISA Contract.


 


Contractor means any person appointed as
a contractor for a part of the Operations, whether directly by the Project Manager, and such person’s successors in title except subcontractors
engaged by Project Manager in respect of the Services.


 


Control means control which a person has
over an Affiliate and any of the following: (i) direct or indirect ownership of 50% (fifty per cent) or more of the share capital or other
ownership interest in any other entity; or (ii) the right to exercise 50% (fifty per cent) or more of the votes in any other entity; or
(iii) the contractual right to designate more than half of the members of such entity’s board of directors or similar executive body;
or by virtue of any power conferred by the law, constitutional documents, agreements or arrangements regulating or relating to such undertaking.


 


Effective Date means the date of this Agreement
as recorded in Section 1: Form of Agreement.


 


Force Majeure has the meaning given to that term in clause 24.2.


 


Free Issue Items means any plant, facilities,
and all other things whether of a temporary or permanent nature that is provided by the Company to the Project Manager to be used in the
performance of the Services; Free Issue Items will include the vessel provided by the Company in accordance with the Campaign Schedule
in connection with the Operations.


 


Government means any national or local
government, including any department, agency or other instrumentality thereof, and any government owned or controlled enterprise.


 


HSE means health, safety and environment.


 


Insolvency Event means the
relevant person becoming bankrupt or making a composition or arrangement with its creditors or an order for the winding up of such
person being made or (except for the purposes of amalgamation or solvent reconstruction) a resolution for its voluntary winding-up
being passed or a provisional liquidator, receiver, examiner, administrator or manager of its business or undertaking being
appointed or presenting a petition or having a petition presented, applying for an administration order to be made, or possession
being taken by or on behalf of the holders of any debenture secured by a floating charge or any property comprised in or subject to
the floating charge, or any equivalent act or thing being done or suffered under any applicable law.


 



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Intellectual Property means
any invention, patent or application for a patent, design (registered or unregistered), trademark (registered or unregistered), name,
copyright (including future copyright), circuit layout, trade secret, know-how, proprietary information or other right in respect of any
data, information, process, work, material or method.


 


ISA Contract means the contract
awarded to Nauru Ocean Resources Inc. by the International Seabed Authority pursuant to UNCLOS for the exploration for polymetallic nodules
in the areas as specified in the contract.


 


Key Personnel means the following
positions: offshore manager, HSE advisor, shift supervisor, contracts manager and the senior project manager as described in clause 4.2.3
of Section 3 (Scope of Work).


 


Loss means any loss, damage, liability,
injury, claim or expense arising out of or in connection with this Agreement.


 


New Intellectual Property means
any Intellectual Property that arises out of, or is created in the course of, the performance of the Agreement.


 


Operations means exploration
operations carried out pursuant to, and to satisfy the conditions of, the ISA Contract in the Project Area.


 


Operations Consents has the meaning given to it in
clause 11.4.


 


Project Area means the NORI
Area D as shown on the map attached in Annexure A to Section 2: Terms and Conditions for the Project Management Services.


 


Project Manager means the entity appointed as such
pursuant to clause 2.1.


 


Project Manager Group means
Project Manager, its Affiliates, and their respective directors, officers, employees, contract personnel, invitees and agents but does
not include any member of the Company Group.


 


Project Costs means all costs
and expenses incurred by the Project Manager on behalf of the Company in providing the Services under this Agreement including:


 


		(a)	any and all costs authorized pursuant to a Purchase Order;



 


		(b)	amounts incurred by the Project Manager pursuant to clause 6 in relation to Contracts or clause 7 in relation
to emergencies; and



 


		(c)	agreed amount of the markup fee applied by the Project Manager pursuant to Section 3: Rates and Prices.



 


Public Official means any (a)
officer or other person employed in any capacity (i) at any level of Government, (ii) any official or employee of a labor union controlled
by any Government or political party, or (iii) in any public international organization, such as the United Nations or the European Union,
including any department, agency or other instrumentality thereof; (b) any candidate or officer or other person employed by a political
party; or (c) any person acting in any official capacity for or on behalf of any person or organization listed in (a) or (b).


 



    Page 9 of 41


     


    

 


Purchase Order means purchase
order agreed between the Parties and issued by the Company in accordance with clause 4 of Section 1: Form of Agreement.


 


Project Schedule means a detailed
schedule of activities (including list of all required Contracts) prepared by the Project Manager for each Campaign Schedule.


 


Representative means either
the Company representative or the Project Manager representative, as relevant, appointed pursuant to clause 6 of Section 1: Form of Agreement.


 


Service Fee means an amount
calculated in accordance with Section 3: Rates and Prices for carrying out the Services pursuant to this Agreement.


 


Services means the project management
services as set out in Section 4: Scope of Work of this Agreement.


 


Services Consents is defined in clause 11.1.


 


Total Value means an amount
equal to the total aggregate consideration payable under the relevant Contract, measured in USD.


 


Term is defined in clause 1 of Section 1: Form of
Agreement.


 


UNCLOS means the United Nations
Convention on the Law of the Sea.


 


VAT has the meaning given to that term in clause 12.1.


 


	1.2	Interpretation. In this Agreement, unless the context
otherwise requires:



 


		(a)	headings or subheadings are for convenience only and do not govern the meaning or construction of any
provision of this Agreement;



 


		(b)	a reference to any agreement or document is to that agreement or document as amended, novated, supplemented
or preplaced from time to time;



 


		(c)	words expressed in singular include the plural and vice versa;



 


		(d)	a ‘person’ includes a company, partnership, firm, joint venture, association, authority, corporation or
other body corporate;



 


		(e)	references to parts, sections, clauses, schedules and annexures are references to parts, sections, clauses,
schedules and annexures to this Agreement;



 


		(f)	a reference to a Party to this Agreement includes that Party’s successors and permitted assigns;



 


		(g)	no rule of construction will apply to the disadvantage of a Party because that Party was responsible for
drafting this Agreement or any of the provisions of this Agreement;



 


		(h)	a reference to any law contained in this Agreement is deemed to include any amendment, re-enactment or
consolidation of that law; and



 


		(i)	if anything is required to be done under this Agreement within a certain number of days and the last day
of the specified period falls on a non working day in the location where the relevant act or thing must be done, then the last day of
the relevant period is deemed to be on the first following working day.



 



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		2	APPOINTMENT OF PROJECT MANAGER



 


		2.1	Company
appoints Maersk Supply Service Integrated Solutions A/S as the Project Manager to provide the Services in relation to the Operations
to the Company.



 


		2.2	The Project Manager will provide the Services to the Company in accordance with this Agreement, and as authorized by the Company,
from time to time.



 


		2.3	The Project Manager will remain solely liable for the performance of its obligations under this Agreement (including the provision
of Services to the Company) and for the acts or omissions of Key Personnel, agents, officers or employees of the Project Manager engaged
directly in the provision of the Services and any subcontractors engaged by the Project Manager to perform its obligations in respect
of the Services.



 


		3	SERVICE FEE AND PROJECT COSTS



 


		3.1	In
consideration of the Project Manager providing the Services, the Company must pay to the Project Manager the Service Fee.



 


		3.2	The Company must pay or reimburse the Project Manager for Project Costs in accordance with clause 12.1.



 


		4	PROJECT MANAGER’S OBLIGATIONS



 


		4.1	The Project Manager must perform
and carry out all of its obligations under the Agreement and must provide the Services with all due care and diligence and with the skill
to be expected of a reputable Project Manager experienced in the types of Services to be provided and Operations to be performed under
the Agreement.



 


		4.2	In the conduct of the Services, the Project Manager will:



 


		(a)	perform the Services in accordance with the applicable law, this Agreement, the decisions of the Company
Representative not in conflict with this Agreement or any applicable law and, to the extent practicable, in accordance with any requirements
of the ISA Contract that have been notified by the Company to the Project Manager under clause 8.2(a);



 


		(b)	provide the Services in accordance with the dates and milestones set out in the Company’s Campaign Schedule;



 


		(c)	prepare and submit to the Company Representative in a timely manner, and as contemplated by this Agreement,
all proposed Contracts, Project Schedules and any relevant procedures;



 


		(d)	upon receipt of reasonable advance notice, permit representatives of the Company to have at all reasonable
times during normal business hours and at Company’s risk and cost reasonable access to Services, to observe and inspect the Services;
in respect of any Services being provided offshore such access shall be granted 24 hours per day during operational periods;



 


		(e)	establish and implement in accordance with clause 14 an HSE plan and perform the Services in a safe manner
in accordance with the HSE plan;



 



    Page 11 of 41


     


    

 


		(j)	seek Company approval prior to the engagement or appointment of Key Personnel to provide Services and
prior to replacing any of the Key Personnel;



 


		(k)	ensure that sufficient number of personnel are assigned to the performance and completion of the Services
in accordance with the provisions of the Agreement. Where the Project Manager reasonably believes that additional personnel are required
to meet any deadlines for the Services, the Project Manager will seek the Company Representative’s approval prior to engaging additional
personnel in relation to the Services;



 


		(l)	ensure that all persons employed by the Project Manager on the Services must be competent, properly qualified,
skilled and experienced in accordance with good industry practice. If any person employed on the Services fails, in the reasonable opinion
of the Company, to perform the Services in a competent manner, then the Company may require, by written notice to the Project Manager,
that such person is removed and replaced. Upon such request the Project Manager shall ensure that a replacement person who is reasonably acceptable to the Company is appointed without delay; and (ii) the replacement person possesses
the required skills necessary for the provision of the Services in question;






 


 


		(i)	prior to appointing or procuring any Contractor, in compliance
with the Project Manager’s procurement procedures conduct appropriate and proportionate due diligence, including with respect to such
proposed Contractor’s ability to perform its obligations on time, within budgeted cost, and in compliance with applicable legal and contractual
requirements;



 


		(m)	as required by the Company or requirements relating to Operations, organize travel for Project Manager
and Contractor personnel, provided the Project Manager uses reasonable endeavors to minimize the cost of such travel;



 


		(n)	include in any Contracts, and to the extent practical and lawful, provisions that:



 


		(i)	establish that such Contractors can only enforce their Contract
against Company;



 


		(H)	permit Project Manager, on behalf of the Company, to enforce
contractual warranties and indemnities against such Contractors, and to recover from such Contractors losses and damages that are recoverable
under their Contracts;



 


		(Hi)	require such Contractors to comply with applicable laws;
and



 


		(iv)	ensure that the Company obtains ownership of, or is granted
a license to use the outputs under the Contract (to the extent relevant) to the extent such outputs are relevant to the Operations.



 


	4.3	The Services expressly exclude, and the Project Manager will not be responsible for, the following:



 


		(a)	preparing, providing or approving the Campaign Schedule;



 



    Page 12 of 41


     


    

 


		(b)	subject to clause 4.2(a), maintaining the ISA Contract in full force and effect and ensuring that Services
or the Operations meet the minimum or other work obligations under the ISA Contract;



 


		(c)	payment to the Government, within the periods and in the manner prescribed by the ISA Contract and the
applicable laws, any payments, taxes, interests, penalties, fees and other payments in any way relating to the ISA Contract or the Operations;



 


		(d)	carrying out the obligations of an operator of the ISA Contract, including preparing and furnishing such
reports, records and information as may be required under the ISA Contract or the applicable laws;



 


		(e)	representing the Company in any dealings with the Government with respect to matters arising in relation
to the ISA Contract or the Services.



 


		5	INFORMATION PROVIDED BY PROJECT MANAGER



 


	5.1	Project
Manager shall provide the Company in a timely manner with copies of the following information, data and reports relating to the
Services in digitized format and if not available then in hard-copy as they are currently produced or compiled from Services:



 


		(a)	Contracts entered into pursuant to clause 6;



 


		(b)	weekly and monthly cost reports; weekly cost reports shall include a high level overview of costs incurred during the previous week
(commencing from end date of the previous weekly cost report where relevant); and monthly cost reports shall provide an overview of the
monthly spend to date (starting from the previous monthly cost report where relevant) and a forecast of costs for the following month;



 


		(c)	during operational periods—vessel daily progress reports;



 


		(d)	weekly progress reports on operations, which progress reports shall at least set out the then current
Project Schedule, progress against it and the status of the activities to date;



 


		(e)	key performance data under the HSE plan established in accordance with clause 14;



 


		(f)	key performance data relating to any key performance indicators agreed between the Company and the Project
Manager;



 


		(g)	such additional information (including copies of invoices for costs incurred in the performance of Services)
as the Company may reasonably request, provided that the preparation of such information will not unduly burden Project Manager’s administrative
and technical personnel, that the Company pays the costs of preparation of such information.



 



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	6	CONTRACTING



 


	6.1	The Project Manager will procure
Contractors for the purposes of the Operations in accordance with this clause 6. The Project Manager will carry out day to day management
and administration of each Contract and each Contractor and do all reasonable things, subject to this Agreement, to supervise and control
each Contractor’s performance of its obligations under the applicable Contract.



 


	6.2	The Project Manager will award the Contracts in respect of the Operations in accordance with the below
procedures A (Contracts for less than or equal to USD 30,000 Total Value) and B (Contracts for over USD 30,000 Total Value).



 


Procedure A — Contracts for less than or equal to USD 30,000
Total Value


 


		6.3	In respect of contracts with an estimated Total Value, prior to
entry into the contract, of less than or equal to USD 30,000, the Project Manager will award contracts to the best qualified contractors,
as determined by the Project Manager’s procurement procedures (including considerations of cost, quality and ability to perform such
contract properly, on time, within budgeted costs and in compliance with applicable legal and contractual requirements) without the obligation
to conduct a tender and without seeking the approval of the Company.



 


		6.4	All Contracts must be awarded on arm’s length terms and in accordance
with clause 6.8.



 


Procedure B — Contracts in excess of USD 30,000 Total Value


 


		6.5	In respect of contracts with an estimated Total Value, prior to
entry into the contract, in excess of USD 30,000, the Project Manager will:



 


		(a)	at the Company’s election, conduct a tender in accordance with
the Project Manager’s procurement procedures;



 


		(b)	conduct due diligence in accordance with clause 4.20);



 


		(c)	prepare and provide the Company with a recommendation as to the contractor that the Project Manager considers best qualified to be
awarded the relevant Contract and the commercial considerations for such decision; and



 


		(d)	to the extent that the Contract is subject to negotiations, the Company may, at its election, have the negotiations handed over to
the Company Representative. The Company will be the contracting party for the purposes of such contracts.



 


		6.6	The Company may, but is not obliged to, enter into Contracts following
a recommendation by the Project Manager under clause 6.5. If the Company enters into a Contract following a recommendation by the Project
Manager under clause 6.5, the Project Manager will be entitled to payment in respect of that Contract as follows:



 


		(i)	an amount equal to the Project Manager’s actual incurred costs
calculated pro rata at the daily rates set out in sections 1 (Onshore) or 2 (Offshore) (as applicable) of Section 3: Rates and Prices
for personnel engaged in the procurement and daily administration of that Contract (Contract Costs); plus



 


	(H)	an additional amount equal to five per cent of the relevant Contract
Costs (Mark-up).



 









    Page 14 of 41


     


    

 


		6.7	If the Company does not accept the Project Manager’s recommendation
under clause 6.5 and, instead, enters into an agreement with a third party for the provision of the goods or services the subject of
that Contract, the Project Manager will be entitled to the Contract Costs, but not the Mark-up.



 


		6.8	Before the award of any Contract, the Project Manager must, in
compliance with its procurement procedures, conduct a due diligence on the proposed Contractor’s ability to comply with ABC Laws and
Trade Control Laws. The Project Manager must not award a Contract to an entity that demonstrates a track record of non-compliance or
shows disregard for the requirements of ABC Laws or Trade Control Laws.



 


		7	EMERGENCIES



 


		7.1	The requirements contained in
the Agreement in relation to Services shall be without prejudice to the Project Manager’s rights and duties to make immediate expenditures,
incur commitments and/or take actions in response to an emergency and to:



 


		(a)	take all necessary and proper measures for the protection of life,
health, the environment and property; and



 


		(a)	incur such expenditures and liabilities as necessary to deal with
the emergency without the prior approval of the Company or the Company Representative,



 


provided that the Project Manager will,
as soon as reasonably practicable and in accordance with the Project Manager’s emergency response manual and bridging document, report
to the Company details of such event and any measures the Project Manager has taken or plans to take in response to the emergency. All
costs incurred by the Project Manager pursuant to this clause are Project Costs.


 


		8	COMPANY TO PROVIDE INFORMATION AND FREE ISSUE ITEMS



 


		8.1	The Company will provide the
Project Manager with all Free Issue Items as is necessary to perform the Services. All Free Issue Items provided by the Company are in
good working order and suitable for use in connection with the Services. Unless otherwise notified by the Company, all Free Issue Items
must be returned to the Company in a clean condition, good repair and working order, except only for damage caused by fair wear and tear.



 


		8.2	In order to enable the Project Manager to provide the Services, the Company must provide to the Project
Manager the following information in relation to the Operations:



 


		(a)	any requirements as may be applicable to the Project Manager or
to the Services set out in the conditions of the ISA Contract;



 


		(b)	Campaign Schedules in relation to each Campaign related to the
Operations; each Campaign Schedule must as a minimum set out:



 


		(i)	the commencement and end date of the relevant Campaign and proposed
mobilization date of the vessel;




 



		(ii)	the scope of Operations that must be carried out during that Campaign;
and (Hi) types of Services required in respect of that Campaign.





 


		(c)	copies of all licenses, permits, consents and authorizations obtained
by the Company in relation to the ISA Contract and Operations pursuant to clause 11.4;



 


		(d)	all other information reasonably requested by the Project Manager
relating to Operations.



 


	8.3	The Company acknowledges that the Project Manager is entitled
to rely on the information provided by the Company, including its accuracy and completeness, in preparing the Project Schedule and agreeing
the Purchase Order. To the extent that any variations to the Project Schedule or the Purchase Order are required after the Call Off Date:



 


		(a)	the Project Manager will, upon written request by the Company,
make such variations but only if they are feasible and are within the scope of Services; and



 


	(b)	the cost of such variations will be deemed to be Project Costs.





 









    Page 15 of 41


     


    

 


The Project Manager will have no liability
to the Company if, in providing the Services, the Project Manager uses and relies on information provided to it by the Company, except
to the extent that the Project Manager knew that such information was untrue or incorrect.


 


		9	CLAIMS RELATED TO CONTRACTS



 


		9.1	Where the Project Manager becomes
aware of a Claim in relation to a Contract, it must give the Company notice within 15 days of the date it receives notice of the Claim,
or becomes aware of the Claim; such notice must include all information which can be reasonably provided, including the amount claimed
and details of all circumstances relevant to the Claim, copy of the Contract to which the Claim relates and any other relevant information.



 


		9.2	Subject to clause 9.5, the Company will be solely responsible for the defense, compromise or settlement
(as relevant) of any Claim in relation to a Contract. The Project Manager must provide the Company, as and when required, with all information
and necessary assistance, including access to electronic or hard copy files or notes or access to Key Personnel, employees or agents of
the Project Manager to enable the Company to defend or settle any such Claims.



 


		9.3	The Company indemnifies the Project Manager in respect of any reasonable costs that the Project Manager
has incurred in relation to a Claim contemplated by clause 9.2.



 


		9.4	The Company shall promptly notify the Project Manager of any Claim made against the Company by a third
party that arises out of or may affect the Operations or the Services.



 


		9.5	Where a Claim in relation to a Contract arises from a negligent
act or omission, or willful misconduct, of the Project Manager, the Project Manager will be solely responsible, at the Project Manager’s
costs (which may not be claimed as Project Costs), for the defense, compromise or settlement (as relevant) of such Claim, together with
any award or damages arising from such Claim.



 


		9.6	The Project Manager indemnifies the Company in respect of any
reasonable costs that the Company has incurred in relation to a Claim as contemplated by clause 9.5.



 


		10	CHANGE TO SERVICES



 


		10.1	Subject to clause 10.3, the
Company may, by written Change Order in the form provided in Section 5: Change Order and signed by Company Representative, direct the
Project Manager to make a change to the Services. The Project Manager must comply with the direction, provided the increase or decrease
in the Project Costs and/or Service Fee payable in relation to the change is determined in accordance with clause 10.3 or agreed in accordance
with clause 10.4.



 


		10.2	The Project Manager must comply with the directions of the Company provided that such directions do not
materially or substantially change the Services.



 


		10.3	The increase or decrease in the Service Fee to be paid to the Project Manager due to a change to the Services
referred to in clause 10.1 is to be determined in accordance with Section 3: Rates and Prices (where applicable).



 


		10.4	If the increase or decrease in the Service Fee cannot be determined by reference to Section 3: Rates and
Prices, the Parties will negotiate in good faith to agree the increase or decrease in the Service Fee within a reasonable time (by reference
to the nature of the change requested and the desired timing for implementation as set out in the respective Change Order).



 


		10.5	The change to the Services referred to in clause 10.1 will not be effective and binding on the Project
Manager until the increase or decrease in the Service Fee is agreed. Notwithstanding the foregoing, the Project Manager must not suspend
Services and must continue to perform the Services in accordance with this Agreement (for clarity, other than the Services the subject
of the Change Order). If a change to the Services is agreed, the Project Manager must continue to perform the Services, as varied in accordance
with this clause 10, in accordance with this Agreement and the applicable Change Order.



 


		11	SERVICES CONSENTS AND OPERATIONS CONSENTS



 


SERVICES CONSENTS


 


The Project Manager must carry out
the Services in compliance with all applicable laws (national or international), including all rules and regulations of any Government
authority or regulatory body having jurisdiction over the Services. Subject to clause 11.2, any licenses, permits, consents and authorizations
required in relation to the Services (Services Consents) are the sole responsibility of the Project Manager. The Project Manager
must ensure that all such Services Consents remain in full force and effect for the duration of the performance of the Operations and
the Services.


 


		11.2	If there are Services Consents that can only be legally obtained
by the Company, the Project Manager must give notice of this to the Company in good time so as to ensure that such are able to be obtained
well in advance of the time they are needed in order not to delay the performance of any
part of the Services or the Operations. The Project Manager must provide such reasonable assistance as may be requested by the Company.



 



    Page 16 of 41


     


    

 


		11.3	Upon receipt of notice under clause 11.2, the Company must procure
that it, or the relevant Company Group entity, obtains the notified Services Consents and must provide evidence of the same to the Project
Manager. The Company must ensure that all such Services Consents remain in full force and effect for the duration of the performance
of the Operations and the Services.



 


OPERATIONS CONSENTS


 


		11.4	The Company must obtain all licenses, permits, consents and authorizations
that are required by the applicable laws, rules and regulations governing the ISA Contract and Operations (Operations Consents). The
Company must ensure that all such Operations Consents remain in full force and effect for the duration of the performance of the Operations
and the Services. For certainty, the obligations of this clause only apply in respect of the Project Area.



 


		11.5	If there are Operations Consents that can only be legally obtained
by the Project Manager or a Project Manager Group entity engaged in the Operations, the Company must give notice of this to the Project
Manager in good time so as to ensure that such are able to be obtained well in advance of the time they are needed in order not to delay
the performance of any part of the Services or the Operations. The Company must provide such reasonable assistance as may be requested
by the Project Manager.



 


		11.6	Upon receipt of notice under clause 11.5, the Project Manager
must procure that it, or the relevant Project Manager Group entity, obtains the notified Operations Consents and must provide evidence
of the same to the Company. The Project Manager must ensure that all such Operations Consents remain in full force and effect for the
duration of the performance of the Operations and the Services.



 


INDEMNITIES


 


		11.7	The Company will save, indemnify and hold harmless the Project
Manager Group from and against any Claims by reason of a failure of the Company to comply with its obligations under clauses 11.3, 11.4
and 11.5. For certainty, the indemnity in this clause is provided in respect of Operations and the Project Area only.



 


		11.8	The Project Manager will save, indemnify and hold harmless the
Company Group from and against any Claims by reason of a failure of the Project Manager to comply with its obligations under clause 11.1,
11.2 or 11.6.



 


		12	INVOICING AND PAYMENT



 


		12.1	The
Project Manager will prepare and submit monthly fully itemized invoices showing both Service Fee and Project Costs in arrears,
as relevant. Where the invoice includes Project Costs or expenses incurred by the Project Manager then these amounts must be itemized
and supported by such documentary evidence as the Company reasonably requires.



 




    Page 17 of 41


     


    

 


Invoices must be in English and
reference the applicable Purchase Order number. With regards to taxes each invoice must show (i) the country and governing value
added tax or any similar tax (VAT) rate applicable
to the charges being invoiced, and (H) the VAT registration number of the Project Manager. All payments contemplated under the
Agreement are exclusive of VAT, which shall be charged by and accounted to the relevant tax authority by the relevant Party as is
required under prevailing VAT legislation.


 


		12.2	The Company will, subject to the terms of this Agreement, pay
each properly submitted and supported invoice within thirty (30) days of receipt of the invoice to the Project Manager’s nominated bank
account. Unless otherwise specified in this Agreement, invoices must be made out and paid in the same currency or currencies as stated
in Section 3: Rates and Prices.



 


		12.3	If the Company disputes any part of the Project Manager’s invoice
then:



 


		(a)	the Company must notify the Project Manager of the sum in dispute
and provide particulars as to the reason for the dispute;



 


		(b)	the Company may withhold payment of the disputed portion provided
the Company pays the undisputed amount in accordance with the payment terms of this clause 12.2; and



 


		(c)	the Parties will endeavor to resolve the dispute as soon as possible.
On settlement of the dispute, any amount found to be due by one Party to the other must be paid and payment terms of clause 12.2 apply
to such payments.



 


		12.4	Any amounts due to the Project Manager pursuant to an invoice submitted in accordance with clause 12.1
which are not paid on the date due for payment as prescribed, and except for any amounts disputed pursuant to clause 12.3, shall accrue
interest on the amount not paid from the date payment is due until the date payment is made. Interest shall be calculated at 6% per annum.



 


		12.5	The Project Manager must use its best endeavors to submit the final invoice no later than hundred and
twenty (120) days following completion of the Services.



 


		12.6	Where the Project Manager has incurred Project Costs and those costs are payable by the Company in accordance
with the terms of this Agreement, then the Company indemnifies the Project Manager in respect of any Claims arising as a result of the
Company’s breach of its payment obligations under clause 12.1.



 


		12.7	The Company is not entitled to withhold monies or remuneration under any other contracts with the Project
Manager Group (including any contracts relating to the vessel) as set off against disputes under this Agreement, nor is it entitled to
withhold remuneration due under this Agreement as set off against disputes under any other contract with the Project Manager Group.



 



    Page 18 of 41


     


    

 


		13	SUSPENSION, TERMINATION AND DEFAULT



 


		13.1	Without
prejudice to the Project Manager’s rights pursuant to clause 13.3, where the Company fails to pay the Project Manager on the due
date as required under clause 12.2, the Project Manager may suspend all Services under this Agreement and resume the Services only upon
Company’s full payment of all outstanding invoices. The Project Manager will have no liability to the Company for any delays or costs
suffered by the Company as a result of such suspension.



 


		13.2	The Company may, by written notice to the Project Manager, terminate
the Agreement for any or all of the following reasons:



 


		(a)	subject to clause 13.4, in the event of material default by the Project Manager;



 


		(b)	for Force Majeure exceeding 60 consecutive days; and



 


		(c)	in the event of the Project Manager suffering an Insolvency Event.



 


		13.3	The Project Manager may, by written notice to the Company, terminate
the Agreement for any or all of the following reasons:



 


		(a)	subject to clause 13.4, in the event of material default by the Company. For the avoidance of doubt, the
Company’s failure to pay the Project Manager within three (3) months of the due date as required by clause 12.2 is deemed to be a material
default;



 


		(b)	for Force Majeure exceeding 60 consecutive days; and



 


		(c)	in the event of the Company suffering an Insolvency Event.



 


		13.4	Before the issue by the Company or the Project Manager of a notice
of termination of the Agreement as contemplated by paragraphs 13.2(a) and 13.3(a), the notifying Party must give notice to the Party
in default of the details of such default. The notified Party must, within 30 days of receipt of the notice, remedy such default at its
own cost. If the notified Party does not remedy the default within 30 days, then the notifying Party may issue a notice of termination
in accordance with the provisions of clause 13.2(a) or clause 13.3(a) as relevant.



 


		13.5	A notice of termination issued pursuant to clauses 13.2 or 13.3
becomes effective on the date specified in the notice (or in the absence of any specified date then at the date of receipt of the notice).



 


		13.6	In the event of termination of the Agreement, the Project Manager
is entitled to payment for the part of the Services performed in accordance with the Agreement together with such other amounts as may
have been incurred as Project Costs to date of termination. The Company shall be entitled to set off any sums payable to the Project
Manager against any liability of the Project Manager for reasonable and documented costs of the Company arising as a result of such breach.



 


		13.7	Termination of this Agreement (whether under this clause 13 or
any other provision of this Agreement) will be without prejudice to any rights or remedies that may have accrued to either Party prior
to such termination.



 







    Page 19 of 41


     


    

 


 


	13.8	On termination of this Agreement pursuant to this clause 13:





 


		(a)	each Party shall return without delay any Confidential Information and any other material in its possession supplied or owned by the
other Party;



 


		(b)	the Company will pay any outstanding amounts due to the Project Manager in accordance with clause 12.



 


		(c)	where the Company terminates the Agreement pursuant to clause 13.2(a) and the Company appoints a new project manager to perform services
in relation to the Operations instead of the Project Manager, the Project Manager must provide all reasonable assistance to facilitate
the transition of the Services from the Project Manager to the new project manager.



 


		13.9	If the Company terminates this Agreement under clause 13.2(a)
while a Campaign is still ongoing, the Project Manager must, at the Company’s discretion, complete that Campaign provided that the Company
will remain obliged to pay any amounts payable to the Project Manager under this Agreement for such Campaign.



 


		14	HEALTH AND SAFETY AND SECURITY



 


		14.1	The
Project Manager will, as part of the Services:



 


		(a)	prepare and present for Company Representative approval an HSE
plan designed to achieve safe and reliable conduct of activities, to avoid significant and unintended impact on the safety and health
of people, on property, and on the environment, and to comply with laws relating to HSE;



 


		(a)	subject to Company Representative approval to the HSE plan, carry
out the HSE plan; and



 


		(b)	plan and conduct Services consistent with the HSE plan. In this
regard, the Project Manager must perform the Services in a manner that gives priority to safety in order to protect life, health, property
and environment.



 


		14.2	The Company may request the Project Manager at any time to provide
health and safety information associated with the performance of the Services, including evidence of compliance with the HSE plan, and
the Project Manager must comply with such requests.



 


		15	INTELLECTUAL PROPERTY



 


		15.1	Nothing
in this Agreement affects a Party’s title to its Background Intellectual Property.



 


		15.2	All New Intellectual Property will vest in the Company as soon
as the preparation or production thereof commences and the Project Manager hereby assigns to the Company any interest it may have in
such New Intellectual Property.



 


		15.3	The Company grants to the Project Manager a royalty free, irrevocable,
non-exclusive, perpetual, sub-licensable, transferable, worldwide license to use (including modify, adapt, copy and distribute) the Company’s
Background Intellectual Property and any Company’s New Intellectual Property, in connection with and for the purposes of providing the
Services. The Company shall indemnify and hold harmless the Project Manager against any Loss incurred by the Project Manager in connection
with any claim, action or proceedings by a third party alleging that the use of the Company’s Background Intellectual Property by
the Project Manager infringes that third party’s intellectual property rights.



 



    Page 20 of 41


     


    

 


		15.4	The Project Manager grants to the Company a royalty free, non-exclusive, transferable and sub-licensable
worldwide license to use the Project Manager’s Background Intellectual Property which is made available by the Project Manager to the
Company under this Agreement for the purpose of enjoying the full benefits of the Services and any outputs of the Services and otherwise
exercising its rights in relation to the Services. The Project Manager shall indemnify and hold harmless the Company against any Loss
incurred by the Company in connection with any claim, action or proceedings by a third party alleging that the use of the Project Manager’s
Background Intellectual Property by the Company infringes that third party’s intellectual property rights.



 


		16	TAXATION



 


		16.1	The
Project Manager is responsible for the payment of all taxes, duties, levies, charges and contributions (and any related interest
or penalties) arising as a result of this Agreement for which the Project Manager is liable, including, but not limited to, those calculated
by reference to income, profits, capital gains, turnover and employment income (solely of employees of Project Manager and Project Manager
Affiliates), now or hereafter levied or imposed by any appropriate governmental authority of the country of incorporation of the Project
Manager.



 


		16.2	The Company is responsible for the payment of all other taxes,
duties, levies, charges and contributions (and any related interest or penalties) arising as a result of this Agreement, now or hereafter
levied or imposed by any appropriate governmental authority.



 


		16.3	Company may, without liability to Project Manager, withhold sums
in respect of taxation (‘withholding taxes’) from payments under this Agreement to the extent that such withholding is required
by applicable laws. Where Project Manager is lawfully exempt from the requirement for any withholding of tax, Project Manager shall inform
the Company hereof and forward the relevant documentation in support of this prior to any relevant payment being made by Company to Project
Manager.



 


		16.4	Where Project Manager is not able to obtain a full credit, offset
or deduction for any such withholding taxes (‘irrecoverable withholding taxes’) against its own tax liabilities, Project
Manager shall provide all reasonable details to the Company to substantiate the inability to obtain a full credit, offset or deduction.
The Company shall pay an additional amount to the Project Manager such that Project Manager’s net position remains unaffected by
the inability to claim a full credit, offset or deduction for such withholding taxes. No additional amount is payable if the inability
to claim a full credit, offset or deduction arises merely because the Project Manager has current year or brought forward tax losses.



 


		16.5	Company shall pay Project Manager in addition to and together
with the consideration due under this Agreement, any VAT (or similar tax) chargeable in respect of goods or services supplied by Project
Manager under this Agreement, upon receipt of a valid tax invoice as may be required under applicable laws.



 


 



    Page 21 of 41


     


    

 


		16.6	Project Manager accepts no liability for taxes, duties, levies,
charges and contributions (and any related interest or penalties) for which Contractors are liable as imposed by any appropriate governmental authority.
Should Project Manager lawfully be required to remit any taxes, duties, levies, charges and contributions (and any related interest or
penalties) to any appropriate governmental authority on behalf of Contractors and Project Manager is not able to recover such amounts
from Contractors within a reasonable amount of time, Company shall pay such amounts to Project Manager on receipt of evidence of payment
of such amounts.



 


		17	AUDIT AND STORAGE OF DOCUMENTS



 


		17.1	During
the course of the Services and for a period ending three (3) years thereafter, the Company or its duly authorized representative (including
a well-reputed third party auditor appointed by the Company at its own cost) has the right to audit at all reasonable times and, upon
request, take copies of all of the Project Manager’s records (including data stored on computers) books, personnel records, accounts,
correspondence, memoranda, receipts, vouchers and other papers of every kind relating to:



 


		(a)	all invoiced charges made by the Project Manager on the Company;
and



 


		(b)	any provision of this Agreement under which the Project Manager
has obligations the performance of which is capable of being verified by audit.



 


However, the Company is not entitled
to investigate the make-up of rates and lump sums included in the Agreement.


 


		17.2	The Company (including an external auditor appointed by the Company)
has the right to require that an audit cover the Project Manager’s financial procedures, controls and systems upon reasonable notice
for the purposes of ensuring the Project Manager’s compliance with this Agreement.



 


		17.3	The Project Manager must co-operate fully with the Company and/or
its representatives in the carrying out of any audit required by the Company and must provide all necessary assistance (including making
Project Manager’s personnel and facilities available on request) to the auditors. The Company will conduct any audit in a manner
which will keep to a reasonable minimum any inconvenience to the Project Manager.



 


		17.4	The Project Manager must use its reasonable endeavors to obtain
equivalent rights of audit to those set out above in this clause from Contractors engaged in relation to the Operations and will cause
such rights to extend to the Company.



 


		18	CONFIDENTIALITY



 


		18.1	Neither
Party (the ‘receiving Party’) may without the prior agreement of the other Party (the ‘disclosing Party’):



 


		(a)	make any publicity releases or announcements concerning the subject
matter of this Agreement; or



 


		(b)	except as may be necessary to enable the Project Manager to perform its obligations under the Agreement,
use, reproduce, copy, disclose to, place at the disposal of or use on behalf of, any third party or enable any third party to use, peruse
or copy any information including but not limited to drawings, data, and computer software which:



 


		(i)	is provided to the receiving Party by or on behalf of the disclosing
Party or disclosing Party’s Group in relation to the Agreement;


 



    Page 22 of 41


     


    

 


		(ii)	vests in the Party in accordance with the Agreement; or



 


		(iii)	the Project Manager prepares in connection with the Services.



 


		18.2	The provisions of clause 18.1 do not apply to information which: 



 


		(a)	is part of the public domain;



 


		(b)	was in the possession of the receiving Party prior to award of the Agreement and which was not subject
to any obligation of confidentiality owed to the receiving Party;



 


		(c)	was received from a third party whose possession is lawful and who is under no obligation not to disclose;



 


		(d)	is required to be disclosed in order to comply with the requirements of any law, rule or regulation or
any governmental or regulatory body having jurisdiction over the Services or the disclosing Party, or any relevant stock exchange; or



 


		(e)	is used or disclosed by the receiving Party two (2) years or more after the completion of the Services.



 


		18.3	Nothing in this Agreement prevents a Party from making a public announcement in relation to its operations,
provided that where such public announcement refers to the other Party the announcing Party must provide the affected Party a reasonable
opportunity to review and approve publication of that part of the announcement that contains the relevant reference. Approval under this
clause 18.3 must not be unreasonably withheld.



 


		19	EXCLUSION OF CONSEQUENTIAL LOSS



 


Subject to clause 20.4, neither Party is liable
to the other for, and each Party waives and releases the other from, any claim for Consequential Loss arising from, relating to or in
connection with the Agreement (including any Consequential Loss that may be suffered by the Parties’ respective Groups).


 


		20	LIMITATION OF LIABILITY



 


		20.1	Nothing
in this clause 20 shall be deemed to relieve the Project Manager from its obligation to perform the Services in accordance with
this Agreement.



 


		20.2	Subject to clause 9.5, the Project Manager Group shall not bear
any damage, loss, cost, or liability whether based on contract (including contractual indemnity), negligence or otherwise resulting from
a Contractor failing to perform under its Contract, and the Project Manager Group is hereby released from liability to the Company for
any and all damages, losses, costs, and liabilities, including fines and penalties, arising out of, incident to, or resulting from such
Contractor performance or failure to perform.



 


		20.3	The Project Manager’s total aggregate liability to the Company
under and in connection with this Agreement, howsoever arising and irrespective of any negligence, breach of contract, tort or otherwise at law, shall be limited to the
aggregate value of the Service Fees paid pursuant to this Agreement.



 



    Page 23 of 41


     


    

 


		20.4	Nothing this Agreement relieves a Party from:



 


		(a)	any liability under clauses 16, 18 and 23;



 


		(b)	any liability in relation to any claim of a third party under any applicable law;



 


		(c)	any liability arising from fraud or fraudulent misrepresentation;



 


		(d)	any liability for death or personal injury resulting from the negligence of any Party.



 


		21	INSURANCES



 


		21.1	The
Project Manager shall procure and maintain, for its own account and in respect of the Services:



 


		(a)	workers’ compensation and employer’s liability (or equivalent) insurance covering all claims and liabilities
in respect of any person employed by the Project Manager or deemed to be a worker of the Project Manager as required by the applicable
laws;



 


		(b)	professional indemnity insurance for any incident or series of incidents covering the operations of the Project Manager in the performance
of the Agreement;



 


		(c)	any additional insurance required by any applicable law.



 


		21.2	Any insurance policy effected and maintained under this clause
21 shall:



 


		(a)	name the Company as additional insured;



 


		(b)	be primary and without right of contribution from other insurance which may be available to the Company;



 


		(c)	if negotiable with the relevant insurers, state that the relevant insurers agree to waive in favour of the Company and its and their
agents, officers and employees any rights, remedies or relief to which they may become entitled by subrogation; and



 


		(d)	prohibit the lapse of or any cancellation or non-renewal of such insurance, without the prior written
consent of the Company.



 


		21.3	In addition to the insurances to be obtained by the Project Manager
pursuant to this clause 21, the Project Manager may obtain such additional insurances at its own cost as it deems necessary to cover
the liabilities it has assumed under this Agreement.



 


		21.4	The Project Manager will, at the request of the Company, provide
for inspection copies of certificates of currency in respect of the insurances required to be taken out by the Project Manager pursuant
to this clause.



 



    Page 24 of 41


     


    

 


		22	TRADE CONTROLS



 


		22.1	The
Project Manager undertakes that it is familiar with the trade control and sanctions laws maintained by the EU, Canada and US (Trade
Control Laws) and that it shall not take any action that would cause the Company to be in violation of such Trade Control Laws.



 


		23	BUSINESS ETHICS



 


		23.1	Each
Party undertakes and warrants to the other Party that neither it nor any member of its Group, nor any agent, consultant or other
intermediary acting on behalf of its Group, will directly or indirectly, in relation to this Agreement, give, promise or attempt to give,
or approve or authorize the giving of, anything of value to:



 


		(a)	any employee, officer or director of or any person representing the other Party’s Group;



 


		(b)	any other person, including any Public Official;



 


		(c)	a political party or a labor union controlled by any Government or political party; or



 


		(d)	a charitable or other organization, or an officer, director or employee thereof, or any person acting
directly or indirectly on behalf of the same,



 


for the purpose of (i) securing any
improper advantage for the relevant Party Group; (ii) inducing or influencing that Public Official improperly to take any action or refrain
from taking any action in order for either Party’s Group to obtain or retain business, or to secure the direction of business to either
Group, or (iii) inducing or influencing that Public Official to use his/her influence with any Government or public international organization,
or any or any department, agency or other instrumentality thereof, for any such purpose.


 


		23.2	Each Party further warrants and undertakes to the other Party
that:



 


		(a)	to the best of its knowledge, neither it nor any of its Affiliates, officers, directors, shareholders,
employees, or agents or other intermediaries, or any other person acting directly or indirectly on its behalf, has carried out any of
the actions described in clause 23.1, above; and,



 


		(b)	the persons described in paragraph (a) above, will comply with the provisions of this clause 23; and



 


		(c)	it will otherwise comply with the ABC Laws.



 


		23.3	Each Party warrants and undertakes it shall maintain adequate records in order to be able to verify
                                                                              its compliance with the provisions of this clause 23 and, without prejudice to the other provisions of this Agreement involving
                                                                              audits, it shall permit the other Party or a certified public accountant designated by the other Party to conduct an audit of such
                                                                              records, at that Party’s reasonable discretion, in case of any dispute between the Parties regarding such compliance, or in
                                                                              case of any investigation by or allegation from any applicable public authority regarding potential violations of any ABC Laws. The Parties will cooperate in any such audit and
otherwise in providing documentation relating to any such dispute or investigation.



 



    Page 25 of 41


     


    

 


		23.4	Each Party saves, indemnifies, defends and holds harmless the
other Party from all fines, penalties, Claims and all associated expenses arising out of or resulting from the violation by it of any
of its obligations in this clause 23.



 


		23.5	Before the award of any Contract, Project Manager must use reasonable
endeavors to procure a warranty in the same terms as set out in clause 23.2 from such Contractor.



 


		24	FORCE MAJEURE



 


		24.1	Neither
Party will be liable to the other Party for any failure to fulfil any term or condition of the Agreement if and to the extent that such
fulfilment has been delayed or temporarily prevented by occurrence of a Force Majeure event, which is beyond the control and without
the fault or negligence of the Party affected and which, by the exercise of reasonable diligence, the affected Party is unable to provide
against.



 


		24.2	For the purposes of this Agreement only the following occurrences
are deemed force majeure (Force Majeure):



 


		(a)	war, civil war, acts of terrorism or armed conflict;



 


		(b)	nuclear, chemical or biological contamination;



 


		(c)	national strikes or lock outs or other national industrial disputes but excluding any industrial disputes
or strikes involving only the workforce of the affected Party or any of its subcontractors;



 


		(d)	earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather conditions
as such, regardless of severity;



 


		(e)	changes to applicable legislation preventing execution of any of the Services.



 


		24.3	Where an event of Force Majeure occurs, the affected Party must notify the other Party without delay and
give full particulars of the event. Save as expressly provided in the Agreement, no payments of whatever nature will be payable in respect
of a Force Majeure occurrence and each Party will bear its own costs arising from this event.



 


		24.4	The Party claiming to be prevented or delayed in the performance of any of its obligations under this
Agreement by reason of Force Majeure will use all reasonable endeavors to bring the Force Majeure event to a close or to find a solution
in the event of continuance of the Force Majeure event.



 


		25	GOVERNING LAW AND LANGUAGE



 


		25.1	The Agreement and all questions
arising in connection with it are governed by and will be construed in accordance with the laws in force in England and Wales, excluding
those choice of law rules and choice of law principles which would deem otherwise.



 



    Page 26 of 41


     


    

 


		25.2	A dispute, difference or claim whatsoever arising in connection with this Agreement which cannot be resolved
amicably by the Parties may be referred by either Party to arbitration in accordance with the Arbitration Act 1996 as then in force. The
arbitration will be conducted in accordance with,
and subject to the London Maritime Arbitrators Association (LMAA) terms current at the time when the arbitration proceedings are commenced.
The arbitration will be conducted on the following basis:



 


		(a)	the venue of arbitration must be London, England;



 


		(b)	the arbitration will be conducted in the English language;



 


		(c)	unless the remainder of this paragraph (c) applies, three arbitrators will be appointed by agreement between
the Parties. The Party wishing to refer a dispute to arbitration must 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 14 calendar days of that notice and stating that it
will appoint is arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so
within the 14 days so specified. If the other Party does not appoint its own arbitrator and does not give notice that it has done so within
the 14 days, the Party referring the dispute to arbitration may, without the requirement of any further prior notice to the other Party
appoint its arbitrator as the sole arbitrator and will advise the other Party accordingly. Absent manifest error, the award of a sole
arbitrator will be binding on both Parties as if the arbitrator had been appointed by agreement; and



 


		(d)	if the claim nor the counterclaim exceeds the amount of USD50,000 (or such other sum as the Parties may
agree) the arbitration will be conducted in accordance with the LMAA small claims procedure current at the time when the arbitration proceedings
are commenced.



 


Nothing in this clause 25 prevents a
Party from obtaining injunctive, declaratory or other interlocutory relief from a court which may be urgently required.


 


		26	GENERAL



 


		26.1	Contracts
(Rights of Third Parties) Act 1999. The interpretation of this Agreement shall exclude any rights under legislative provisions
conferring rights under a contract to persons not a party to that contract including rights solely by virtue of the Contracts (Rights
of Third Parties) Act of 1999.



 


		26.2	Notices. Except as otherwise stated in the Agreement, any
notice in respect of the Agreement must be in the English language, given in writing and delivered by hand, or sent by email or by post
to the relevant address specified in Section 1: Form of Agreement. Any such notice will be effective:



 


		(a)	if delivered by hand, at the time of delivery;



 


		(b)	if sent by email, at the time of transmission unless transmitted after the close of normal business hours
or on a non-working day, in which case it is effective on the next Business Day following the date of sending; and



 


		(c)	if sent by post, fifth Business Day after the date of posting.



 


		26.3	Entire Agreement. To the extent permitted by law, in relation
to its subject matter, this Agreement embodies the entire understanding of the Parties and constitutes the entire terms and conditions agreed by
the Parties; and supersedes any prior written or other agreement of the Parties.



 



    Page 27 of 41


     


    

 


		26.4	Amendments. Unless otherwise provided in this Agreement
no amendment or addition to this Agreement shall be binding on the Parties unless in writing and signed on behalf of each Party.



 


		26.5	Nature of relationship between the Parties.



 


		(a)	Except as expressly stated otherwise in this Agreement, the obligations and liabilities of the Parties
pursuant to this Agreement are several and neither joint nor joint and several and each Party is responsible only for its individual obligations
hereunder.



 


		(b)	It is neither the purpose nor the intention of this Agreement to create, nor should this Agreement be
construed as creating any partnership of any kind, an association, a trust or joint venture or as imposing upon a Party any duty, obligation
or liability of a partnership or association or trust or joint venture nature.



 


		(c)	The Project Manager is an independent party and neither it nor any of its personnel or that of the Company’s
will be, or be deemed to be: (i) in partnership or in a joint venture relationship; or (ii) an employee, servant or agent of the other
Party.



 


		26.6	Counterparts. The Agreement may be executed in any number
of counterparts each of which when executed and delivered will be an original and all the counterparts together will constitute one and
the same instrument.



 


		26.7	Illegality. Any provision in this Agreement which is illegal,
void or unenforceable will be ineffective to the extent only of such illegality, voidness or unenforceability and such illegality, voidness
or unenforceability will not invalidate any other provision of this Agreement. If the removal of a clause or part of a clause under this
clause materially alters the commercial allocation of benefit and risk (or management of risk) under this Agreement, the Parties agree
to negotiate in good faith to amend or modify the terms of this Agreement as may be necessary or desirable having regard to the original
terms of the bargain and the prevailing circumstances.



 


		26.8	Survival. Provisions in this Agreement which for any reason
require action of forbearance after termination, including but not limited to provisions of liabilities, indemnities, warranties and
confidentiality, shall remain in full force and effect regardless of termination.



 


		26.9	Expenses. Each Party must pay its own costs and expenses
in connection with the negotiation, preparation, execution and performance of this Agreement.



 



    Page 28 of 41


     


    

 


ANNEXURE A - MAP OF NORI
AREA D


 





 



    Page 29 of 21


     


    

 


SECTION 3: RATES AND
PRICES


 


	Position	 	Rates (USD per day)	 
	1. Onshore	 	 	 
	MSS Senior project manager	 	$	1500	 
	MSS Project Manager	 	$	1200	 
	MSS Document Controller	 	$	600	 
	MSS Project Planner	 	$	750	 
	MSS HSE Advisor	 	$	700	 
	MSS Contract Manager	 	$	900	 
	MSS Legal Advisor	 	$	1100	 
	MSS Cost Controller	 	$	900	 
	MSS Crewing Business Partner	 	$	700	 
	Senior Project Engineer	 	$	1300	 
	Project Engineer	 	$	1200	 
	 	 	 	 	 
	2. Offshore	 	 	 	 
	Offshore Offshore Construction Manager	 	$	1500	 
	Offshore Shift Supervisor	 	$	1000	 
	Offshore HSE/Medic	 	$	750	 
	Offshore HSE Advisor	 	$	700	 
	Offshore Rigger	 	$	600	 
	Offshore Deck Foreman	 	$	750	 
	Offshore Senior Field Engineer	 	$	1950	 
	Offshore Field Engineer	 	$	1800	 
	 	 	 	 	 
	3. At Cost+	 	 	 	 
	 	 	 	 	 
	a. Travel	 	 	Cost +10%	 
	 	 	 	 	 
	b. Procurement of Contracts awarded by the Project Manager (Maersk Supply Service Integrated Solutions A/S)) 

under clause 6.3 (Contracts for less than or equal to USD 30,000 Total Value) of Section 2: Terms and Conditions

 for Project Management Services	 	 	Cost +15%	 




 






    Page 30 of 41


     


    

 


SECTION 4: SCOPE OF WORK


 


		1.	Definitions



 


SERVICE: Services provided by MSS under this Agreement


 


Work: Activities performed by the Company


 


		2.	Scope of SERVICE



 


This Scope of SERVICE defines both
the responsibilities and interfaces between MSS and the Company’s Contractors. This document does not attempt to describe every activity
or item of supply that may be required by the Company. It relies on the knowledge and experience of MSS to be aware that items not specified
might be required in order to provide the complete service that is intended.


 


The SERVICE shall comprise project
management, planning and procurement necessary to the performance of the WORK in relation to the Company’s Offshore Campaigns.


 


MSS shall be responsible for managing
all interfaces which affect the Work and resolving all issues that may arise with its sub-contractors, regulatory bodies (as agreed with
the Company), the Company, Contractors and any other third parties.


 


MSS shall develop management procedures
for all activities not adequately addressed by a standard procedure or the Company’s contractor procedure.


 


Each Work activity shall be subject
to a MSS readiness review and be attended by the relevant Personnel to ensure all preparatory works are complete and all actions closed
out prior to a phase of the Work commencing. MSS shall ensure all tasks performed as part of the Work are subject to formal risk assessment
and such risk assessments are reviewed prior to task being undertaken. In addition, MSS shall ensure appropriate controls are in place
and MSS Personnel carry out a suitable toolbox talk prior to commencing the Work. All actions from risk assessments shall be closed before
any relevant phases of the Work commencing.


 


MSS Support will be provided from MSS
offices in Copenhagen and any travel and associated expenses which are required to visit the Company’s premises, vessel or any other site
will be fully reimbursable at cost + 10%.


 


		3.	HSE and Environmental Protection



 


MSS will provide HSE Advisors to the
Company at the Work Site to provide guidance to the Company and the Contractors in delivering expected HSE performance. MSS shall work
openly to promote MSS HSE culture and performance at Work or on vessels. In addition, the Company and the Contractors if required shall
fully participate in HSE related initiatives and activities and Project Inductions for all personnel and training in MSS systems and processes.


 


MSS will ensure that appropriate risk
assessments are carried out and that all its contractor Personnel are fully briefed on site HSE systems and have and use appropriate procedures
and Personal and Protective Equipment (PPE) for the Work being undertaken.


 



    Page 31 of 41


     


    

 


MSS will ensure that Contractors will perform the Work in
a manner whereby:




 


		●	environmental factors are taken into account in all decisions;
	 	 	 



		●	environmental efforts should be preventative rather than remedial;
	 	 	 



		●	waste is minimised and resource consumption is reduced.
	 	 	 



		●	Control of Substances Hazardous to Health (COSHH)
assessments shall be undertaken and provided to the Company.



 


4. Detailed Scope


 


The Scope of Work is broken down into the following Work
packages below:


 


Work Package 1: Project Management


 


Work Package 2: Offshore Operations


 


4.1 Work Package 1: - Project Management

4.1.1 General


 


MSS’s project manager will provide
management, co-ordination and direction to all Contractors’ activities throughout the performance of the WORK. In relation to the WORK
for which MSS is responsible, the project manager will ensure all necessary project management deliverables are prepared and maintained
and will co-ordinate the required additional support in the following areas:


 


		●	HSEQ
	 	 	 



		●	Planning
and Scheduling
	 	 	 



		●	Document
Control
	 	 	 



		●	Cost
Control
	 	 	 



		●	Procurement



 


MSS shall establish and maintain a
Project Management team throughout the duration of the Contract, consisting of Personnel of sufficient quantity, skill and experience
to ensure timely and safe execution of the Work.


 


MSS will provide a HSE Advisor responsible
for preparing project HSE Plans and procedures for the safe execution of the WORK and will in addition review the requirement to allow
successful interface between all management systems. The HSE advisor will also chair any and all necessary HSE reviews and risk assessments
and will provide input where required to the procurement process pre and post award.


 


A Contract manager will be integrated
to the project team in order to evaluate the proposed suppliers and negotiate robust subcontracts with each. The Contract manager will
manage each of the Contracts from a contractual and commercial perspective and will provide weekly updates of the cost incurred and the
forecast spend with each supplier. MSS will provide technical support input when required to assist with the RFQ/ITT process and will
provide bid evaluation and recommendation to award.


 


For the sake of clarity, MSS will enter
as an agent into procurement contracts with contractors, for and on behalf of the Company; to this extent, the contractors will only be
able to enforce the contracts against the Company and not MSS.


 



    Page 32 of 41


     


    

 


4.1.2 Project Execution Plan (PEP).




 


MSS shall issue a project execution
plan for the Work no later than twenty (20) working days after the Contract Effective Date.


 


The PEP shall include but not be limited to:


 


		●	Project
Objectives



 


Execution Strategy


 


Project Management Plans


 


Key Dates and Milestones


 


		●	Scope
Description, Exclusions and Clarifications



 


		●	Responsibilities
of the Company, MSS and Contractors



 


		 	Project
Key Performance Indicators (KPIs)



 


		●	Project Schedule and reporting



 


		●	Project Organization (including sub-contractors)



 


		●	Administration and Communication



 


		●	Project document register and document control matrix.



 


		●	Health Safety, Security and Environment Management



 


		●	Capital Cost Estimating



 


		●	Interface Management



 


		●	Risk Management



 


		●	Management of Change Procedure (MoC)



 


It is the responsibility of the Project Management Team
to ensure that all Work is executed in compliance with the PEP and the Project Management Plans referenced therein.


 


MSS shall ensure that all work procedures and other documentation
to execute the Work are in place. Work procedures shall cover all key activities to be performed during execution of the Work.


 


4.1.4 Project Kick-Off


 


MSS shall arrange a formal Kick-off
Meeting for introductions between key members of MSS and the Company project teams including discipline leads. Scope work, interfaces,
deliverables, schedule, risks, opportunities, execution plan, communication protocol and other key elements of the project shall be covered.
Further, the provisions to be put in place for health and safety in all aspect of the Work shall be covered.


 


4.1.5 HAZID and Risk Assessments


 


MSS shall conduct a HAZID, complete
risk assessments and develop contingency plans for the WORK and all related marine operations. All actions shall be closed and agreed
with the Company before commencement of each phase of the WORK.


 



    Page 33 of 41


     


    

 


Company representatives shall be made
available to support the risk management process which should follow the methodologies outlined in DNV-RP-H101.


 


4.1.6 Risk Management


 


MSS shall issue a risk management plan
for the project no more than twenty (20) working days after the Contract Effective Date.


 


Regular risk workshops shall be conducted
throughout the project, to be agreed with the Company. Any risk shall be captured in a risk register and proactively managed and closed
prior to relevant activities taking place.


 


4.1.7 Lessons Learned


 


Four (4) weeks after the Contract Effective
Date, MSS shall conduct a lessons learned workshop such that organisation and project learnings are identified at any early stage and
incorporated. The workshop shall cover project management, engineering, interfaces, transportation and security as a minimum. Further
workshops shall be agreed with the Company.


 


4.1.8 Management of Interfaces and Co-ordination with
Third Parties


 


Throughout the execution of the Work,
MSS shall assist the Company in the management and co-ordination of all external interfaces associated with the performance of the Work.
The Company shall be copied on all associated correspondence.


 


MSS shall ensure that all parties involved
in the WORK are properly coordinated and that interfaces are dealt with in a prompt, pro-active and efficient manner. MSS shall ensure
that all communications to external interface parties are made through the Company interface management system.


 


MSS shall initiate and implement appropriate
interface procedures. MSS shall issue interface procedures for the Company’s approval. This procedure should detail how external and internal
interfaces are managed.


 


Where commercial and/or financial issues
are raised, the Company shall remain as the first and sole point of contact, and the only authority to take the decisions relating thereto.


 


MSS shall issue to the Company all communications
between the parties involved in the WORK. Accordingly, MSS shall:


 


		●	Initiate and organise contacts through the Company,
as necessary, at the technical level with the parties involved and attend interface meetings.



 


		●	For areas where MSS is the responsible party
or when requested by the Company, MSS shall prepare minutes of meetings.



 


		●	MSS shall formally advise the Company of any
interface problems which may arise from such meetings. These should be detailed in the weekly report as a minimum.



 


MSS shall schedule its Work relating
to Interface matters to coincide with the schedules of other parties in the approved Interface Plan.





 



    Page 34 of 41


     


    

 


4.1.9 Deliverables


 


As a minimum MSS shall produce the following deliverables
during the execution of the Work:


 


	Project Management -
	 
	Project Execution Plan (PEP)
	 
	Organisation Chart with responsibilities
	 
	Document Register (MDR) for project
	 
	Risk Management Plan
	 
	Planning of operations
	 
	Quantitative Risk Assessment Report
	 
	Interface Management Plan
	 
	Interface co-ordination procedure
	 
	QHSE Management Plan
	 
	HAZID schedule and report
	 
	HAZOP schedule and report


 


4.2 Work Package 2 : Offshore Operations


 


4.2.1 Offshore Operations Planning


 


MSS shall seek and obtain approval for all of the proposed
offshore operations associated with the WORK from the Company.


 


4.2.2 MSS shall be responsible for the following as a minimum,
where required:


 


		1)	Mobilisation and demobilisation of all equipment, any other equipment, marine crew, consumables and any
other required crew/personnel;



 


		2)	Seafastening;



 


		3)	Transportation of equipment;



 


4.2.3 Provision of Offshore Personnel  


 


Offshore Manager




 


Offshore Manager as the responsibility for the
safe and efficient execution of the work in accordance with the relevant legislation and the Company policies and procedures. His main
responsibilities are to :


 


		●	Provide effective management onboard the vessel during Mobilisation,
offshore operations and demobilisation.
	 	 	 



		●	Plan,
organise and schedule offshore operations in liaison with the project manager, Captain and client representative whilst considering
the constraints of the overall project schedule.
	 	 	 



		●	Liaise
with the Captain for all aspects related to the management and safe operations of the vessel.



 



    Page 35 of 41


     


    

 


		●	Provide the shift Supervisors with an overview
of the upcoming operation of the vessel and direct them as required in the specific operation to be executed during their shift.
	 	 	 



		●	Direct and consult with the field and project
engineers for technical/operational input to offshore activities.
	 	 	 



		●	Verify that task plans, onshore risk assessments,
updates and changes to procedures (Subject to effective MOC) are produced and approved.
	 	 	 



		●	Follow-up and implement any corrective and/or
mitigating action arising from audits, inspections, reviews, non-conformances, observations and flashes received from Safety management
systems, and other internal notices.
	 	 	 



		●	Issue daily progress reports, which covers project
and marine activities in accordance with the recommended format and have the same approved by client representative on-board.
	 	 	 



		●	Plan and organise crew changes in liaison the
onshore organisation and the Captain.
	 	 	 



		●	In liaison with Captain, verify that adequate
systems and personnel are in place to effectively respond to any emergency or critical situation.



 


Shift Supervisor


 


The Shift Supervisor is in charge of
supervising and coordinating all deck activities and has the following responsibilities .


 


		●	Ensure that all equipment used by the project
team is in a satisfactory condition as regards performance, maintenance and calibration necessary to carry out the operation.
	 	 	 



		●	Keep the DP operator informed of any change in
status of the operation. He will keep the bridge informed of all equipment deployed and equipment movements from the vessel.
	 	 	 



		●	He shall inform the bridge immediately in the
event of an emergency.
	 	 	 



		●	Has a specific duty to terminate the operation
if he/she considers that any malfunction or operation of the equipment would prejudice the safety and/or satisfactory completion of the
operation.
	 	 	 



		●	Ensuring that all reporting requirements as laid
out in the Maersk supply service project documentation are undertaken.
	 	 	 



		●	Ensure that all personnel involved in the operation
receive sufficient coaching and supervision to assist them in carrying out their appointed tasks in a safe and effective manner.
	 	 	 



		●	Be familiar with and implementation of the Maersk
supply service management of change Process & Procedures.
	 	 	 



		●	Any other duties as directed by the Offshore
Manager.



 


HSE Advisor


 


HSE Advisor Promoting
and driving MSS safety mind-set, and the continuous performance towards a zero incident goal through the following responsibilities:


 


		●	Drive safety/incident free workshops for the
project, including crew, client and 3rd party contractors;
	 	 	 



		●	Act as trusted advisor and courageous advocate
for the offshore project construction manager (OPCM) on all safety related matters;
	 	 	 



		●	Ensure that HSE Plans and relevant HSE Management
System and Emergency Response documentation is established, implemented and maintained for the life of the Project.
	 	 	 



		●	Promote safety related industry best practices
and lessons learned;
	 	 	 



		●	Report on HSE matters to the project/OPM;
	 	 	 



		●	Together with the HSEQ coordinators propose or co-ordinate safety activities
and ensure they are properly implemented;
	 	 	 



		●	Provide support and advice to all project and worksite personnel on matters
related to HSE
	 	 	 



		●	Chair, participate and review of Hazard Identification and Risk Assessments
as required
	 	 	 



		●	Participate in incident and near miss investigations and implementation of
corrective actions where required
	 	 	 



		●	Resolve any HSE related problems that may arise.



 



    Page 36 of 41


     


    

 


SECTION 5: CHANGE ORDER


 


	Date:
 Originator:

                                                                                 

                                                                                 

                                                                                 

	CHANGE ORDER (CO)	Change Order No:

                                                                                 

	Contract Title: Project Management Agreement

                                                                                 

                                                                                 

	Title of Change Order:

                                                                                 

                                                                                 

	Description of change to the Services:

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

	The following documents form part of this Change Order:

                                                                                 

                                                                                 

	The Service Fee shall be adjusted as follows:

                                                                                 

                                                                                 

                                                                                 

	Effect on Campaign Schedule: Y/N

                                                                                 

                                                                                 

                                                                                 

	Effect on Project Schedule: Y/N

                                                                                 

                                                                                 

                                                                                 

	Currency:

                                                                                 
	Revised Schedules attached: Y/N

                                                                                 

	For Company
	Sign:

                                                                                 

                                                                                Date:

                                                                                 

	For Project Manager
	Sign:

                                                                                 

                                                                                Date:

                                                                                 




 




    Page 37 of 41


     


    

 


SECTION 6: PURCHASE ORDER


 


Date


 


	Party I	Party 2
	 	 
	Nauru Ocean Resources, Inc.
of [insert]

 (Company)	Maersk Supply Service Integrated Solutions

 A/S of Esplanaden
50, 1263 Copenhagen K,

 Denmark (Project Manager)



 


Background


 


		A	This document (including all annexures) is a “Purchase
Order” for the purposes of the Project Management Framework Agreement between the Company and the Project Manager dated [insert].



 


		B	This Purchase Order incorporates, and is governed by, the terms
of the Project Management Framework Agreement.



 


		C	Words defined in the Project Management Framework Agreement have
the same meaning in this Purchase Order unless the contrary intention is expressed.



 


	1	Term	(a) Campaign Commencement Date:
	 	 	 
	 	 	(b) Campaign End Date:
	 	 	 
	2	Campaign Schedule reference	[insert details of Campaign Schedule] See Annexure A
	 	 	 
	3	Project Schedule reference	[insert details of Project Schedule] See Annexure B
	 	 	 
	4	Services	[Insert services as per the Scope of Work]
	 	 	 
	5	Deliverables	Deliverable 	Description 	Delivery Date
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	6	Total Amount due under Purchase Order

                                                  
	[insert in USD]



	7	Key Personnel	Name 	Position/Resource Category 	Duties 	Costs
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	8	Contractors	Name 	Position/Resource Category 	Duties 	Costs
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	9	Project Costs Breakdown	[insert the Project Costs payable under the Purchase Order and when the Project Costs are due]
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    Page 38 of 41


     


    

 


Executed by Maersk Supply Service Integrated Solutions A/S by
its duly authorized representatives:


 


	Signed:	 	Signed:
	 	 	 
	 	 	 
	 	 	 
	Name:	 	Name:
	 	 	 
	Position:	 	Position:
	 	 	 
	Date:	 	Date:
	 	 	 
	 	 	 
	 	 	 
	Executed by Nauru Ocean Resources Inc., by its duly authorized representative:
	 	 	 
	Signed:	 	 
	 	 	 
	Date:	 	 


 




    Page 39 of 41


     


    

 


Purchase Order — Annexure A


 


[attach Campaign Schedule]


 






    Page 40 of 41


     


    

 


Purchase
Order — Annexure B


 


[attach
Project Schedule]


 


 


Page 41 of 41