exv10w8



 







CONTRACT NO. 711368/00



Exhibit
10.8




	 	 	 
	Aramco Services Company

	 	Tel: 713 432 4000
	Contracting Division

	 	Fax: 713 432 5409
	 PO Box 1454 77210-1454

	 	www.dramcoservices.com
	 9009 West Loop South 77096

	 	
	 Houston, TX

	 	 
	 
	 	 











MISCELLANEOUS TECHNICAL




SERVICES AGREEMENT




THIS CONTRACT is made by and between ARAMCO SERVICES COMPANY (“ASC”), a corporation incorporated
in Delaware, United States of America, having offices at 9009 West Loop South, Houston, Texas
77096-1799, and NOVINT TECHNOLOGIES, INC, (“Novint or CONTRACTOR”), having offices at 8500 Menaul
Blvd., Suite A210, Albuquerque, New Mexico 87112.



This
Contract consists of this signed document and the following attached
schedules: 
SCHEDULE A - General Terms and Conditions



	 	 	 	 	 
	 

	 	SCHEDULE B -
	 	Job Specification
	 
	 	 	 	 
	 

	 	SCHEDULE C -
	 	Compensation
	 
	 	 	 	 
	 

	 	SCHEDULE D -
	 	Special Terms and Conditions, if applicable
	 
	 	 	 	 
	 

	 	ATTACHMENT I -
	 	Incidental Visits to Saudi Arabia






Should there be any conflict between Schedule D (including any attachment thereto) and any other
schedule, the terms of Schedule D shall control. Should there be any conflict between Schedule A
and Schedules B or C, Schedule A shall control.



It is agreed by the parties hereto for themselves and all persons claiming under them that,
subject to the exceptions stated below and regardless of where this Contract shall be entered into
or performed, the laws of the State of Texas shall control the interpretation and the performance
of this Contract and any further agreements which may result from it.



Any controversy or claim arising out of or relating to this Contract or the breach thereof shall,
if not finally settled by mutual agreement of the parties hereto, be settled by arbitration.
Section 2 of the Federal Arbitration Act (Title 9, U.S.C., Section 1 et seq.) shall control the
validity of this provision. Any such arbitration shall be conducted in Houston, Texas, United
States of America and all other issues submitted or presented in or by such arbitration shall be
resolved by the procedural and substantive laws of the State of Texas, as stated above.



 1





 









 








CONTRACT NO. 711368/00




All notices, authorizations and approvals pertaining to this Contract shall be in writing. Except as otherwise provided
below, all notices between the parties shall be sufficient when delivered in person or sent by telex or cable, or by certified
or registered mail, to the appropriate address as follows:



	 	 	 
	CONTRACTOR

	 	ASC
	 
	 	 
	Office Address;
	 	 
	 
	 	 
	 

	 	ARAMCO SERVICES COMPANY
	 

	 	Contracting Division
	 

	 	9009 West Loop South
	Telex:

	 	Houston, Texas 77096-1799
	Facsimile:
	 	 
	 
	 	 
	Mailing Address:
	 	 
	 
	 	 
	NOVINT TECHNOLOGIES, INC

	 	ARAMCO SERVICES COMPANY
	8500 Menaul Blvd., Suite A210

	 	Contracting Division: MS-982
	Albuquerque, New Mexico 87112

	 	P. O. Box 1454
	 

	 	Houston, Texas 77251-1454
	 

	 	Telex: 6719442
	 

	 	Facsimile: (713) 432-8566/5535





The
parties have executed this Contract in duplicate, intending each
duplicate copy to serve as an original, and to be effective as of
the date of execution of this Contract by the last party to sign
below:



	 	 	 	 	 
	NOVINT TECHNOLOGIES, INC

	 	ARAMCO SERVICES COMPANY	 	 
	 
	 	 	 	 
	By: /s/ Tom Anderson
 


	 	By: /s/ Simon A. Vreeke
 

	 	 
	 
	 	 	 	 
	Printed Name: Tom Anderson

	 	Simon A. Vreeke	 	 
	 
	 	 	 	 
	Title: CEO

	 	General Supervisor, Engineering Services	 	 
	 
	 	 	 	 
	Date: 4/10/01

	 	Date: april 6, 2001	 	 






	 	 	 
	 
	 	ENDORSED FOR
	 
	 	SIGNATURE
	 
	 	[ILLEGIBLE]






 II





 









 








CONTRACT NO. 711368/00




SCHEDULE A

GENERAL TERMS AND CONDITIONS




TABLE OF CONTENTS




	 	 	 	 	 
	1. DEFINITIONS

	 	 	1	 
	 
	 	 	 	 
	2. AGREEMENT

	 	 	1	 
	 
	 	 	 	 
	3. STATUS OF INDEPENDENT CONTRACT

	 	 	1	 
	 
	 	 	 	 
	4. INTERFERENCE WITH PERFORMANCE

	 	 	1	 
	 
	 	 	 	 
	5. ASSIGNABILITY

	 	 	2	 
	 
	 	 	 	 
	6. LIABILITY AND INSURANCE
	 	 	2	 
	 
	 	 	 	 
	7. WARRANTY

	 	 	3	 
	 
	 	 	 	 
	8. TITLE, USE, AND PUBLICATION OF MATERIAL

	 	 	4	 
	 
	 	 	 	 
	9. CONFLICT OF INTEREST

	 	 	4	 
	 
	 	 	 	 
	10. CONFIDENTIALITY

	 	 	4	 
	 
	 	 	 	 
	11. TERMINATION BY ASC

	 	 	5	 
	 
	 	 	 	 
	12. TERMINATION BY CONTRACTOR

	 	 	5	 
	 
	 	 	 	 
	13. REMOVAL/REPLACEMENT OF CONTRACTOR’S EMPLOYEE

	 	 	6	 
	 
	 	 	 	 
	14. SUBCONTRACTS

	 	 	6	 
	 
	 	 	 	 
	15. SUSPENSION OF WORK

	 	 	8	 
	 
	 	 	 	 
	16. CHANGE ORDERS

	 	 	8	 
	 
	 	 	 	 
	17. FORCE MAJEURE

	 	 	10	 
	 
	 	 	 	 
	18. MISCELLANEOUS PROVISIONS

	 	 	10	 






 (i)




 









 








CONTRACT
NO. 711368/00




SCHEDULEA 




GENERAL TERMS AND CONDITIONS





	1.	 	DEFINITIONS






	 	1.1.	 	“Amendment” means any written modification of this Contract expressly
designated as an amendment and signed by both parties.
	 
	 	1.2.	 	“Company Representative” means a party duly authorized by ASC to act on
its behalf, with whom CONTRACTOR may consult at all reasonable times, and whose
instructions, requests and decisions issued or made as provided in this Contract shall
be binding on ASC,
	 
	 	1.3.	 	“CHANGE ORDER” means any written modification of Schedule B of this
Contract expressly designated as a CHANGE ORDER and signed by both
parties.
	 
	 	1.4	 	“ASC” means Aramco Services Company and any of its affiliates for whose
benefit ASC will be contracting services. Affiliate companies include but are not
necessarily limited to The Saudi Arabian Oil Company (“Saudi Aramco”), and its
subsidiaries.






	2.	 	AGREEMENT
	 
	 	 	CONTRACTOR agrees to perform the services described in Schedule B at the place or places
described in Schedule B, during ths period of time set forth therein, all in accordance
with terms and conditions set forth in this Contract.






	3.	 	STATUS OF INDEPENDENT CONTRACTOR
	 
	 	 	In all things undertaken by the parties under this Contract, it is specifically understood
and agreed that CONTRACTOR shall be and remain at all times during the term of this
Contract, an independent contractor, and neither CONTRACTOR nor any of its employees,
agents or consultants shall be treated as a servant, agent or employee of ASC. Accordingly,
without limiting CONTRACTOR’S duty to determine the most appropriate manner and method for
performing services hereunder, ASC shall be entitled to specify the extent and nature of
such services and the results to be achieved.






	4.	 	INTERFERENCE WITH PERFORMANCE
	 
	 	 	During the term of this Contract, CONTRACTOR shall not enter into any similar contract
with, nor accept any employment from, any other person, firm or organization which shall
interfere in any way with CONTRACTOR’S performance of this Contract.






A-1









 








CONTRACT
NO. 711368/00





	5.	 	ASSIGNABILITY
	 
	 	 	Neither this Contract nor any right or duty arising under it may be assigned by CONTRACTOR
without the prior written consent of the other party.






	6.	 	LIABILITY AND INSURANCE






	 	6.1.	 	Except as provided in 6.2 below, CONTRACTOR shall defend, indemnify and hold
ASC and its affiliated companies and their officers, directors, employees, agents and
appointed representatives, harmless from any and all claims, losses, expenses or
damages arising from or related to the injury to or death of any person, including
CONTRACTOR, and the damage to or loss of any property resulting from any negligent acts
or omissions of CONTRACTOR, its subcontractors or the employees or agents of either of
them.
	 
	 	6.2.	 	Neither party shall be liable to the other for any consequential damages,
including but not limited to loss of profit or products whether such liability
is based, or claimed to be based, upon any negligent act or omission of a
party or its personnel, or whether such liability is based, or claimed to be
based, upon any breach of a party’s obligations under this
Contract.
	 
	 	6.3.	 	CONTRACTOR shall carry and maintain at all times during the term of
this Contract the following forms of insurance:






	 	6.3.1.	 	Workers’ Compensation, in accordance with the provision
of the applicable Workers’ Compensation Law or similar laws of the
state, territory or province having jurisdiction over the employee;
	 
	 	6.3.2.	 	Employer’s Liability with a limit of liability of no less than
$1,000,000 each occurrence;
	 
	 	6.3.3.	 	Commercial General Liability, with limits of no less than
$1,000,000 for Bodily Injury Liability per person and per
occurrence and $1,000,000 for Property Damage Liability per
occurrence covering all of CONTRACTOR’s operations under this
Contract, and
	 
	 	6.3.4.	 	Automobile Liability, covering use of all owned, non-owned and
hired vehicles and equipment with limits of no less than
$1,000,000 in respect to Bodily Injury Liability or Death per
person and per occurrence and $1,000,000 for Property Damage
Liability per occurrence.






	 	6.4.	 	If requested by ASC, CONTRACTOR shall have its insurance carrier(s)
furnish to ASC insurance certificates specifying the types and amounts of




A-2









 











CONTRACT
NO. 711368/00





	 	 	 	coverage in effect and the expiration dates of each policy, and a statement that no
insurance will be canceled or materially changed without thirty (30) days prior
written notice to ASC, and a statement that the policies are issued in compliance
with the requirements herein. If requested by ASC, CONTRACTOR shall permit ASC to
examine the original insurance policies or, at ASC’s option CONTRACTOR shall furnish
ASC with copies of insurance policies certified by the carrier(s) as being issued in
compliance with these requirements. This provision is a continuing one and its
binding effect shall survive the expiration or termination of this Contract. ASC’s
approval of or non-objection to CONTRACTOR-supplied insurance certificates or
policies shall not relieve CONTRACTOR of any obligation or liability under this
Contract.
	 
	 	6.5.	 	In regard to all insurance coverage maintained by CONTRACTOR
under this Contract, CONTRACTOR shall have the insurance carriers waive all
rights of subrogation against ASC, its affiliated companies, including the
officers, directors, employees, agents and appointed representatives of
each of them. Evidence of such waiver satisfactory in form and substance
to ASC shall be exhibited in the certificate of insurance.
	 
	 	 	 	
	 
	 	6.6.	 	The Commercial General and Automobile Liability Insurance policies
provided hereunder shall designate ASC as an additional insured. Such
policies shall be primary and non-contributing to any insurance carried by
ASC and shall contain a cross-liability clause so that ASC and
CONTRACTOR are regarded as third parties to each other.
	 
	 	6.7.	 	Certificates of insurance or policies evidencing the insurance coverages
described herein shall be directed to:





	 	 	 
	 

	 	TREASURER’S MS-900
	 

	 	ARAMCO SERVICES COMPANY
	 

	 	P. O. Box 4536
	 

	 	Houston, Texas 77210-4536







	7.	 	WARRANTY






	 	7.1.	 	CONTRACTOR warrants that all services performed by CONTRACTOR
hereunder shall be rendered in a professional manner. If at any time prior
to termination of this Contract and during a one (1) year period thereafter
it is discovered that CONTRACTOR has not rendered his services in a
professional manner, CONTRACTOR shall perform at ASC’s direction
and CONTRACTOR’s expense all corrective work necessary to remedy
the defects in his services.
	 
	 	7.2.	 	CONTRACTOR warrants that all persons employed or used by
CONTRACTOR to perform services in the United States hereunder are
authorized by U. S. immigration law to work in the United States. ASC






A-3









 








CONTRACT
NO. 711368/00





	 	 	 	may terminate this Contract without notice and without liability should it be
discovered that CONTRACTOR is in breach of this warranty.






	8.	 	TITLE, USE, AND PUBLICATION OF MATERIAL
	 
	 	 	CONTRACTOR shall not contribute or publish articles based upon the results of the services
performed under this Contract unless such articles are approved in writing by ASC prior to
publication. Any information, memoranda, drawings, maps or writings of a technical nature
(collectively called “data”) which ASC, its affiliates, its agents or their personnel may
furnish to CONTRACTOR shall remain ASC property or the property of the party furnishing
said data. Promptly upon completion or termination of the work to be performed under this
Contract, or at ASC’s request at any time prior thereto, CONTRACTOR shall deliver to ASC
the originals and all copies of all such data, CONTRACTOR shall not deliver or permit to be
delivered any data or copy of such data to anyone other than ASC, unless authorized in
writing by ASC.






	9.	 	CONFLICT OF INTEREST
	 
	 	 	Except for customary promotional material and occasional business entertainment limited in
value in any instance to the reasonable cost of a business meal, and except as specifically
authorized under the terms of this Contract, CONTRACTOR shall not
give, offer, or accept,
and warrants that it has not given, offered or accepted, directly or indirectly, any money,
personal services, credit or other thing of value, to or from ASC, its affiliated or related
companies, or any of their agents, independent contractors or subcontractors or the
employees of any of the foregoing, in order to influence the award of this Contract or any
other contract that has been or may be awarded by ASC, or their terms, performance,
administration, extension or termination. Further, CONTRACTOR shall avoid situations in
which any personal interest could conflict with the interests of ASC or any of its
affiliated or related companies. CONTRACTOR shall inform ASC at once in writing should
CONTRACTOR become aware that any such conflict of interest has arisen. Any violation of this
provision shall constitute a substantial breach of this Contract which, without prejudice to
ASC’s right to enforce any other remedy provided by law, shall empower ASC to terminate this
Contract for default and claim damages, including but not limited to, any increased costs
incurred by ASC as a result of such breach.






	10.	 	CONFIDENTIALITY
	 
	 	 	CONTRACTOR shall not, for a period of five (5) years from the date of completion or
termination of this Contract, divulge any information obtained from ASC, its affiliates, its
agents, its associated subcontractors, or their personnel, during the course of the
performance of services hereunder to anyone except to ASC and its affiliates or to persons
designated by ASC and its affiliates, so long






A-4









 








CONTRACT
NO. 711368/00





	        	as and to the extent such information has not become part of the public domain, does not
correspond to that furnished or made known to CONTRACTOR by third parties as a matter of
right or without restriction as to disclosure, or was not in CONTRACTOR’s lawful possession
at the time of disclosure.






	11.	 	TERMINATION BY ASC






	 	11.1.	 	ASC may, at any time and whether for cause or at ASC’s convenience,
terminate this Contract in whole or in part by giving written notice to
CONTRACTOR specifying the services to be terminated and the effective
date of termination.
	 
	 	11.2.	 	Should ASC terminate this Contract or any portion of the services,
CONTRACTOR shall stop performance of the specified services on the
effective date of termination. CONTRACTOR shall take all actions
necessary to preserve and protect all work in progress and if ASC so
requests, shall obtain either cancellation or assignment to ASC, at ASC’s
option, of any or all existing CONTRACTOR agreements with
subcontractors, suppliers and others. Except as provided in Paragraph
11.3, upon receipt and verification of CONTRACTOR’s final invoice, ASC
shall pay CONTRACTOR all amounts properly due and owing for services
performed hereunder up to the effective date of termination.
	 
	 	11.3.	 	Should CONTRACTOR commit a material breach of this Contract, ASC
shall notify CONTRACTOR of such breach and allow CONTRACTOR
thirty (30) days to cure such breach before termination for cause. In the
event that ASC terminates this Contract or any portion of the services for
cause, CONTRACTOR shall comply with all requirements of Paragraphs
11.1 and 11.2. ASC shall retain all amounts which are then due and
payable to CONTRACTOR under this Contract. ASC may arrange for
completion of the services upon such terms and in such manner as ASC
deems appropriate, all at CONTRACTOR’s expense. If the cost to ASC of
completing the services is less than the unearned balance of the Contract
price, ASC shall pay the retained amounts to CONTRACTOR. If the cost
to ASC of completing the services is greater than the unearned balance,
then ASC shall deduct the difference from the retained amounts due
CONTRACTOR. If such difference is greater than retained amounts due
CONTRACTOR, CONTRACTOR shall pay ASC such difference.






	12.	 	TERMINATION BY CONTRACTOR






	 	12.1.	 	Should ASC commit a material breach of this Contract, CONTRACTOR may, without
prejudice to the exercise of any other rights or remedies which may be available to
it, terminate this Contract by giving ASC written notice to that effect. Such
termination shall be effective on the date ASC receives CONTRACTOR’s termination
notice.




A-5









 











CONTRACT NO. 711368/00





	 	12.2.	 	Should CONTRACTOR terminate this Contract pursuant to Paragraph 12.1, ASC
shall pay and CONTRACTOR shall accept in full and final settlement of all
obligations, claims, losses, costs, lost profits and damages connected with such
termination the amounts calculated in accordance with Paragraph 11.2.






	13.	 	REMOVAL/REPLACEMENT OF CONTRACTOR’S EMPLOYEE
	 
	 	 	Upon ASC’s written request CONTRACTOR shall, at its own cost and expense, remove from the
performance of the services hereunder and replace any CONTRACTOR employee determined to be
unsuitable by ASC.






	14.	 	SUBCONTRACTS






	 	14.1.	 	Subcontracts for the performance of any portion of the services shall be
procured only after CONTRACTOR has received written authorization
from ASC that CONTRACTOR may subcontract that portion of the
services. If not accomplished prior to the effective date of this Contract,
CONTRACTOR shall, promptly thereafter, prepare and submit to
Company Representative for ASC’s approval CONTRACTOR’s
subcontracting plan specifically identifying those portions of the services
which CONTRACTOR shall subcontract. CONTRACTOR’s
subcontracting plan shall also specify that CONTRACTOR shall select
subcontractors solely on the basis of financial and technical
considerations.
	 
	 	14.2.	 	After receiving ASC’s written authorization that a portion of the services
may be subcontracted, CONTRACTOR shall, before procuring any
subcontract for part or all of that portion of the services, submit a
notification to ASC containing the following information:






	 	14.2.1.	 	The proposed subcontractor’s name and the address(es) where
the proposed subcontractor will perform the portion of the
services.
	 
	 	14.2.2.	 	If the proposed subcontractor is a sole proprietorship or
partnership, the name(s) and address(es) of the proprietor or all
members of the partnership, as the case may be.
	 
	 	14.2.3.	 	If the proposed subcontractor is a corporation, the place of its
incorporation or formation and its corporate headquarters.
	 
	 	14.2.4.	 	The name and address of the proposed subcontractor’s principal
bank and a copy of the subcontractor’s latest financial report.










A-6









 












	 	14.2.5.	 	Evidence acceptable to ASC of the proposed subcontractor’s technical and
financial qualifications to perform the portion of the services to be
subcontracted.





ASC shall, in a timely manner, review the information and, provided that the proposed
subcontractor is, in ASC’s opinion, both technically competent and financially able to
perform the portion of the services to be subcontracted, ASC shall advise CONTRACTOR in
writing of its nonobjection to the proposed subcontractor. If ASC objects to the proposed
subcontractor, CONTRACTOR shall either itself accomplish the portion of the services which
would have been performed by the proposed subcontractor or select another subcontractor to
which ASC has no objection.




	 	14.3.	 	CONTRACTOR shall ensure that all subcontractors selected by
CONTRACTOR abide by and observe to the same extent required of
CONTRACTOR all applicable ASC regulations, and CONTRACTOR
agrees to insert or cause to be inserted into all subcontracts provisions to
that effect.
	 
	 	14.4.	 	In the event of any substantial breach of this Contract by CONTRACTOR
and without regard as to whether ASC terminates this Contract or any part
of the services pursuant to Paragraph 11, CONTRACTOR shall, if ASC
requests, assign to ASC all of its rights under all subcontracts entered into
by CONTRACTOR, and ASC may, to the extent permitted by applicable
law and after prior written notice to CONTRACTOR, enforce directly
against any such subcontractor all rights of CONTRACTOR under such
subcontract. All subcontracts entered into by CONTRACTOR or by any
subcontractor shall contain a provision whereby the subcontractor agrees
and consents to such assignment by CONTRACTOR to ASC.
	 
	 	14.5.	 	CONTRACTOR shall include in every subcontract, and shall require in
every further subcontract, under this Contract, a provision prohibiting any
further subcontracting of any portion of the services by the subcontractor
unless the subcontractor first obtains the approval of ASC. If ASC gives
such approval, CONTRACTOR shall ensure that all further subcontracts
entered into by its subcontractor: (a) are entered into only after receipt by
CONTRACTOR of the information described in Paragraph 14.2 and
CONTRACTOR’s notification to the subcontractor selected on the basis
described in Paragraph 14.2 and (b) contain a provision prohibiting any
further subcontracting of any portion of the services without first obtaining
the approval of CONTRACTOR, which approval may be given only in
accordance with the provisions of this Paragraph.
	 
	 	14.6.	 	CONTRACTOR shall be fully responsible to ASC for the acts and
omissions of all its subcontractors, at whatever tier, and their personnel.
CONTRACTOR shall manage, schedule, and coordinate the services of






A-7









 








CONTRACT NO. 711368/00





	 	 	 	all its subcontractors so as to meet the required milestone completion dates.






	15.	 	SUSPENSION OF WORK






	 	15.1.	 	ASC may at any time, with or without cause, suspend performance of the
services or any part thereof by giving CONTRACTOR prior notice
specifying the part of the services to be suspended and the effective date
of such suspension. CONTRACTOR shall cease all activity on the
suspended part of the services on the effective date of suspension but
shall continue to perform any unsuspended part of the services. ASC
shall not be liable for loss of anticipated profits or for any damages or any
other cost incurred with respect to the suspended part of the services
except for such reasonable, auditable, and verifiable costs, as determined
in accordance with CONTRACTOR’s published rates or prices where
applicable, which are:






	 	15.1.1.	 	Incurred for the purpose of safeguarding the suspended part of
the services and any related system materials, tools, and
equipment;
	 
	 	15.1.2.	 	Incurred for such CONTRACTOR or subcontractor personnel or
for such CONTRACTOR or subcontractor equipment which
CONTRACTOR continues to maintain at ASC’s request with
respect to the suspended part of the services; or
	 
	 	15.1.3.	 	Otherwise reasonable and unavoidable costs of suspending part
of the services and of reassembling personnel and equipment.






	 	15.2.	 	ASC may, at any time, authorize resumption of any part of the suspended
part of the services by giving notice to CONTRACTOR specifying the part
of the services to be resumed and the effective date of the resumption.
The suspended part of the services shall be promptly resumed by
CONTRACTOR, after receipt of such notice, on the specified effective
date. Upon resumption of the suspended part of the services, ASC shall
initiate a CHANGE ORDER pursuant to Paragraph 16 describing any
necessary adjustments to the required milestone completion dates or
compensation to CONTRACTOR that
result from the suspension of part
of the services under this Paragraph.






	16.	 	CHANGE ORDERS
	 
	 	 	If at any time ASC directs CONTRACTOR to make a change (“CHANGE”) within the general scope
of this Contract such as, but not limited to, alterations of the services or changes in the
sequence of performance of the services, CONTRACTOR shall perform the services as changed.
Such CHANGES shall






A-8









 








CONTRACT NO. 711368/00





	 	 	be set forth in writing (“CHANGE ORDER”). Except as provided in paragraph 16.4, each CHANGE ORDER
shall be signed by ASC and CONTRACTOR. All services involved in a CHANGE shall be performed in
accordance with the terms and conditions of this Contract and shall not otherwise affect the
existing rights or obligations of the parties except as expressly provided in this Contract.






	 	 	16.1. The procedure of implementation of a CHANGE ORDER shall be as
follows;






	 	16.1.1.	 	ASC will issue a CHANGE ORDER Request describing the
desired change and the basis for determining the compensation
or credit for the change.
	 
	 	16.1.2.	 	CONTRACTOR will review the CHANGE ORDER Request and
submit to ASC a CHANGE ORDER Proposal describing the
technical implementation, any adjustment in the schedule
resulting from the CHANGE, and the resulting estimated cost or
credit due.
	 
	 	16.1.3.	 	ASC will review the CHANGE ORDER proposal and conduct any
necessary negotiations with CONTRACTOR, after which a
CHANGE ORDER setting forth the agreed CHANGE, schedule
adjustment, and price will be issued.






	16.2.	 	If a CHANGE may result in a request for an increase in the compensation
due CONTRACTOR or a request for an adjustment to the Schedule,
CONTRACTOR shall not proceed with the services involved in the
CHANGE without a CHANGE ORDER signed by ASC. If CONTRACTOR
proceeds with the additional services involved in such a CHANGE without
a CHANGE ORDER, CONTRACTOR shall not be entitled to any
additional compensation for the services performed or to any adjustment
of the schedule as a result of the CHANGE.
	 
	16.3.	 	If ASC and CONTRACTOR fail to agree on whether or not any direction
    by ASC constitutes a CHANGE, ASC may direct CONTRACTOR in writing
to proceed with the services as changed. CONTRACTOR’s performance
of such services shall not prejudice either party’s position regarding
whether such direction constitutes a CHANGE, the billable manhours
associated with the CHANGE, and the extent the schedule completion
dates or the critical milestone dates should be adjusted.
	 
	16.4.	 	Should ASC and CONTRACTOR fail to agree on the estimated change in
compensation or schedule, ASC may direct CONTRACTOR to proceed
with the services as changed. Should ASC so direct CONTRACTOR in a
CHANGE ORDER signed by ASC, CONTRACTOR shall proceed with the
services as changed and ASC shall compensate CONTRACTOR in
accordance with ASC’s good faith estimate of the services associated with






A-9









 








CONTRACT NO. 711368/00





	 	 	 	the CHANGE. CONTRACTOR performance of the services as CHANGED shall not prejudice
either party’s position regarding adjustments in compensation or schedule.






	17.	 	FORCE MAJEURE






	 	17.1.	 	If either party is rendered unable, wholly or in part, by force majeur to
   perform its obligations under this Contract, other than the obligation to
make payments then or thereafter due, it is agreed that performance of
such obligations by such party, so far as they are affected by force
rnajeure, shall be excused from the inception of any such inability to
perform until it is corrected, but for no longer period. The party claiming
an inability to perform shall, immediately after the occurrence of the force
majeure event, notify the other party orally of the nature, date of inception
and expected duration of the force majeure and the extent to which it will
prevent the party giving such notice from performing its obligations under
this Contract. The party giving notice shall confirm such notification in
writing as soon as practicable. The party claiming inability to perform shall
promptly correct such inability to the extent it may be corrected through
the exercise of reasonable diligence.
	 
	 	17.2.	 	The term “force majeure” as used in this Contract shall mean any act,
event, cause or occurrence which renders a party or subcontractor unable
to perform its obligations and which is not within the reasonable control of
such party or subcontractor and not caused by the negligence or fault of
such party or subcontractor. Should the performance of services be
delayed for more than forty-five (45) consecutive days as a result of force
majeure, ASC may either suspend the services affected pursuant to
Paragraph 15 or terminate this Contract or the portion of the services
involved pursuant to Paragraph 11. Except as specifically provided in
Paragraph 15 neither party shall be liable to the other for costs incurred by
the Other as a result of any delay or failure to perform arising out of force
majeure.






	18.	 	MISCELLANEOUS PROVISIONS






	 	18.1.	 	The provisions of Paragraphs 6, 7, 8, 9, and 10, hereinabove and, if
Schedule D, Attachment I is applicable, of Paragraph 4 of Schedule D,
Attachment I are continuing ones and shall survive the expiration or
termination of this Contract.
	 
	 	18.2.	 	This Contract supersedes all previous contracts, correspondence and
understandings between the parties concerning the subject matter hereof
and constitutes their entire agreement relating thereto. No promise,
agreement, representation or modification to this Contract shall be of any
force or effect between the parties, unless set forth or provided for in this
Contract or an Amendment or a CHANGE ORDER.






A-10









 








CONTRACT NO. 711368/00




END OF SCHEDULE A





A-11









 








CONTRACT NO. 711368/00




SCHEDULE B




 JOB SPECIFICATION





	1.	 	Approximate date services to commence: April 15, 2001
	 
	2.	 	Approximate period of services: Approximately six (6) months
	 
	3.	 	The services shall be performed at Novint’s facilities or such other location as
ASC shall designate in writing from time to time.
	 
	4.	 	Company Representative: Simon A. Vreeke, General Supervisor, Engineering
Services.
	 
	5.	 	Description of services to be performed:






	 	5.1.	 	Introduction






	 	5.1.1.	 	The project will build a prototype to demonstrate and validate the
use of haptic interaction techniques in the interpretation and
understanding of volumetric reservoir modeling data by SAUDI
ARAMCO on a desktop VR environment. Novint proposes to
undertake a Joint Project with SAUDI ARAMCO to enhance
Novint’s VoxelNotePad (VNP) for the purposes of reservoir and
well path modeling. Once completed, this prototype may be used to
refine the requirements and goals of a follow-on production system.
	 
	 	5.1.2.	 	The prototype will be completed and delivered to SAUDI ARAMCO within approximately 6 months after project start. This prototype is
intended to show basic functionality and explore feasibility, and is
not intended to provide final production performance or integration.
Novint’s goal is to deliver a Prototype system that demonstrates the
feasibility of haptic interaction with functionality specified by SAUDI
ARAMCO, and potentially obtain SAUDI ARAMCO’s management
support to proceed with the joint development of the production
system. In addition to functional specifications and funding, SAUDI
ARAMCO provides the field data necessary to test/validate the
system and the required manpower for evaluation of its
merits/limitations for field data interpretation.
	 
	 	5.1.3.	 	It is anticipated that, if this prototype effort is deemed successful,
Novint and SAUDI ARAMCO will enter into a follow-on project to
expand on the capabilities of VNP for reservoir modeling and






B-1









 








CONTRACT NO. 711368/00





	 	 	 	simulation, and to explore its portability to large scale visualization environments.






	 	5.2	 	Key Characteristics






	 	5.2.1.	 	Enhance Novint Technologies’ VNP (VoxelNotePad) application to
support POWERS reservoir simulation data in ECL-format, along
with well deviation survey data. Novint’s first deliverable will be an
enhanced VNP software with these capabilities.
	 
	 	5.2.2.	 	Evaluate the 3D navigation and the use of touch feedback during
reservoir simulation. Touch rendering and stereographic display
(i.e. stereo displays and immersion) will be provided by the system
to support 3D interaction
	 
	 	5.2.3.	 	Investigate the use of sound cues to complement the visual and
touch interaction during navigation and probing of the 3D reservoir
simulation. For example, sound alarms could be used, to warn of
important conditions during simulation, such as water
breakthrough, excessive condensate dropout, etc. If sound
feedback is deemed useful by SAUDI ARAMCO engineers, Novint
will incorporate these new features into VNP and deliver this new
version to SAUDI ARAMCO.






	 	5.3	 	Deliverables






	 	5.3.1.	 	VNP prototype program executables.
	 
	 	5.3.2.	 	Internal use of VNP Prototype license for evaluation and
demonstration within Saudi Aramco.
	 
	 	5.3.3.	 	It is recommended that SAUDI ARAMCO obtain a Windows NT
Workstation — a high end Pentium Workstation, including stereo
graphics accelerator, volume rendering hardware & 1 Gbyte
memory. This workstation is not part of the deliverables of this
project,
	 
	 	5.3.4	 	Novint will loan a PHANTOM Desktop for up to 60 days to SAUDI
ARAMCO, for its use in evaluating and demonstrating the
prototype.
	 
	 	5.3.5	 	PHANTOM Desktop haptic interface device, Part Number 01669, to
be purchased at the end of the Project.






B-2









 








CONTRACT NO. 711368/00





	 	5.4.	 	Timeline






	 	5.4.1.	 	Deliver purchase order — SAUDI ARAMCO (Project Start —
estimated April 15)
	 
	 	5.4.2.	 	Confirm detailed specification and project plan — Novint and SAUDI ARAMCO (1 week)
	 
	 	5.4.3.	 	Novint delivers final Statement of work — SAUDI ARAMCO review and signoff. (2 weeks)
	 
	 	5.4.4.	 	Project start —  (3 weeks)
	 
	 	5.4.5.	 	Novint provides an Alpha version of the software running on an NT
Workstation with Phantom Desktop and early
release of prototype s/w —  (June, 2001)
	 
	 	5.4.6.	 	Novint delivers beta release of prototype s/w and
systems — SAUDI ARAMCO evaluation and signoff.
(~3 months)
	 
	 	5.4.7.	 	Novint delivers
final release of prototype s/w and
systems — SAUDI ARAMCO evaluation and signoff. (~4 months)






	 	5.5.	 	Responsibilities






	 	5.5.1.	 	Saudi Aramco will provide a person to act as Novint’s technical and
administrative contact for the duration of the project.
	 
	 	5.5.2.	 	Novint will assign a project leader, for the duration of the project, to
coordinate all technical issues with the SAUDI ARAMCO point of
contact.
	 
	 	5.5.3.	 	Novint will complete the VNP Software development, Hardware
Integration and Testing tasks at Novint facilities. Novint Hardware
will be utilized to complete these tasks.
	 
	 	5.5.4.	 	Subject to Section 5.7 below, Novint retains sole rights of
ownership, development and commercial distribution for the VNP
prototype source codo and its derivative works.
	 
	 	5.5.5.	 	Novint will complete the installation, training and test of the system
at the SAUDI ARAMCO facility in Dhahran, Saudi Arabia.
	 
	 	5.5.6.	 	The “project start date” for the purposes of this agreement is
estimated to be April 15, 2001,






	 	5.6	 	Completion Criteria






	 	5.6.1.	 	This project will be considered complete when final version of the VNP prototype has
been installed and tested at the SAUDI ARAMCO facility, and SAUDI ARAMCO has completed
its evaluation.






	 	5.7	 	License Rights
	 
	 	 	 	Novint grants to ASC a non-exclusive, perpetual, royalty-free license to use the VNP
prototype program and any other software developed under this CONTRACT for Saudi Aramco’s
internal use in Saudi Arabia. Such






B-3









 








CONTRACT NO. 711368/00





	 	 	 	license rights include the right of ASC or Saudi Aramco to further develop such software for
internal use only. The license rights granted hereunder do not include the right to market, sell or
distribute the software to third parties.





END OF SCHEDULE B





B-4









 








CONTRACT NO. 711368/00




SCHEDULE C




COMPENSATION





	1.	 	RATES
	 
	 	 	As full and complete compensation for CONTRACTOR’s satisfactory performance of the services
described in Schedule B and all other obligations under this Contract, ASC shall pay
CONTRACTOR as follows:
	 
	 	 	Estimates






	 	1.1.	 	Phantom System for use during project up to 60 days            Loan
	 
	 	1.2.	 	Prototype SW Design, Development & Testing                     $50,000
	 
	 	1.3.	 	Travel            See Schedule D, Attachment
	 
	 	1.4.	 	PHANTOM Desktop haptic interface device
                        $13,850
	 
	 	 	 	(To be purchased at the end of the Project)
	 
	 	1.5.	 	Total Amount
                                                                         $63.850






	2.	 	TERMS






	 	2.1.	 	SAUDI ARAMCO will be invoiced, according to Schedule C, Paragraph 3. INVOICING, as
follows:






	 	2.1.1.	 	25% of the total amount is due upon signing of this
agreement.
	 
	 	2.1.2.	 	25% of the total amount is due upon delivery of Alpha
version of the software.
	 
	 	2.1.3.	 	25% of the total amount is due upon delivery of the beta
version of the VNP software and System Hardware.
	 
	 	2.1.4.	 	The final 25% of the total amount is due upon installation of
the final Prototype and successful evaluation of the

completed project.






	3.	 	INVOICING






	 	3.1.	 	All sums that become due under this Contract shall be paid by
ASC promptly after submission of an itemized invoice, in duplicate, to ARAMCO
SERVICES COMPANY, P.O. Box 52520, Houston, Texas 77052-2520, Attention: Simon
A. Vreeke, General Supervisor, Engineering Services. The envelope shall be
marked “Invoice Enclosed”. Each invoice shall reference this Contract number
and shall clearly indicate the name and address to which remittance is to be
mailed. Each invoice shall be itemized and show a separate line item for
sales and use taxes, as applicable. If no sales or use tax is applicable, the
invoice shall clearly state the reason. Invoices shall be submitted monthly






C-1









 








CONTRACT NO. 711368/00





	 	 	 	except that if the term of this Contract is less than two calendar months, an
invoice shall be submitted only at the end of the Contract. Each duplicate invoice
shall be accompanied by supporting documents, including time-sheets maintained on a
daily basis and approved by an ASC representative, the white copy of the airline
passenger coupon for reimbursable air travel, expense reports, and receipts for any
expenditure in excess of $25.00. CONTRACTOR shall identify the final invoice
submitted under this Contract by marking “FINAL INVOICE” prominently on the face of
the invoice.
	 
	 	3.2.	 	Should ASC object to any item contained in any invoice, or to the
sufficiency of the documents submitted in support of any such item, ASC
shall be entitled to withhold payment for the amount attributable to the
item or substantiating documents to which ASC objects. Should such
payment be withheld, ASC shall notify CONTRACTOR promptly in writing
of its objection, and ASC shall promptly pay CONTRACTOR that portion
of the invoice amount which is properly due and payable.
	 
	 	3.3.	 	Payment of any invoice by ASC shall not prejudice ASC’s right to object to
or question any invoice, or any matter in relation thereto, at any time up to
two (2) years after completion of the services to which the invoice pertains. No
payment by ASC shall be construed as acceptance of any part of the services to be performed hereunder.






	4.	 	AUDIT RIGHTS
	 
	 	 	CONTRACTOR shall maintain books, records, receipts, vouchers, memoranda and other evidence
(the foregoing constitute “records” for the purpose of this Paragraph), sufficient to
accurately and properly reflect costs incurred by CONTRACTOR and invoiced to ASC under this
Contract and the disposition of any material, tools or equipment provided by ASC to
CONTRACTOR, ASC, or any firm of auditors appointed by ASC, shall have access, at all
reasonable times, to all such records for the purpose of auditing and verifying costs or for
any other reasonable purpose, and shall have the right to reproduce any such records.
However, concerning any fixed rates payable hereunder, the purpose
of such audit shall be only for verification of time worked or units of work performed. ASC
shall have no audit rights with regard to any fixed lump sum compensation payable
hereunder, CONTRACTOR shall preserve and make available all such records for a period of
two (2) years after termination of this Contract; provided, however, that if any such
records are or may be required to resolve any claim or dispute in relation to this
Contract, the period of retention and the rights of access and examination described in
this Paragraph shall continue until final disposition of such claim or dispute.






	5.	 	SET-OFF






C-2









 









CONTRACT NO. 711368/00





	 	 	Any sum due and owing to ASC from CONTRACTOR may be set off by ASC against any sum due and
owing CONTRACTOR under this Contract or under any other contract ASC may have with
CONTRACTOR from time to time.






	6.	 	COMPENSATION FOR CHANGES
	 
	 	 	Pursuant to Paragraph 16 CHANGE ORDERS of Schedule A, the compensation due
CONTRACTOR or the credit due ASC for a Change shall be established on one or more of the
following bases:






	 	6.1.	 	Lump Sum.






	7.	 	INVOICING FOR CHANGES
	 
	 	 	For work performed or deleted pursuant to Paragraph 16 CHANGE ORDERS of Schedule A,
CONTRACTOR and ASC, upon completion or deletion of such work, shall prepare and execute
appropriate documentation certifying that the work is completed (in the case of additional
work) and the compensation or credit due. Said documentation and other supporting
documentation requested by ASC shall be attached to CONTRACTOR’s separate invoice for
Changes. Invoices for Changes shall be submitted to ASC and processed for payment in
accordance with Paragraph 2 of this Schedule.





END OF SCHEDULE C





C-3









 








CONTRACT NO. 711368/00




SCHEDULE D 




SPECIAL TERMS AND CONDITIONS




END OF SCHEDULE D





D-1









 








CONTRACT NO. 711368/00




SCHEDULE D




SPECIAL
TERMS AND CONDITIONS (CONT’D)




ATTACHMENT I




INCIDENTAL VISITS TO SAUDI ARABIA




Whenever required for successful performance of the services hereunder, CONTRACTOR shall send its
employee to Saudi Arabia for necessary liaison with the Saudi Arabian Oil Company (“SAUDI
ARAMCO”), site investigation or familiarization, orientation, data gathering and any other field
activities required by the services hereunder. The total duration of visits is limited to a
maximum of 60 days in Saudi Arabia per calendar year per individual. If an individual must be in
Kingdom more than 60 days in one calendar year, then a separate contract will be required for the
trip that causes the 60 day limit to be exceeded and all subsequent trips.




	1.	 	COMPENSATION






	 	1.1.	 	CONTRACTOR shall be compensated in accordance with Schedule
C, for
services performed in Saudi Arabia as specified in Schedule B
commencing on the date of the CONTRACTOR’s employee’s departure
direct for Saudi Arabia until the day of his return direct from Saudi Arabia
to his Point of Origin. Travel days authorized by ASC for travel between
Saudi Arabia and Europe shall be limited to one (1) day for one way
travel, and two (2) days for round-trip travel. Travel days authorized by
ASC for travel between Saudi Arabia and the United States and the Far
East shall be limited to two (2) days for one way travel, and four (4) days
for round-trip travel. Payment for travel hours shall not exceed eight (8)
hours per day. In the event CONTRACTOR’s employee both works and
travels on a given day, no payment for travel will be made in addition to
compensation for a normal work day as described herein.
	 
	 	1.2.	 	Overtime shall not be payable for international travel time. Travel time
within Saudi Arabia shall be considered noncompensable by ASC unless
SAUDI ARAMCO-established policy authorizes compensation for travel
time under similar circumstances.






	2.	 	WORK SCHEDULE
	 
	 	 	CONTRACTOR’s employee’s normal work week schedule for performance of services under this
Contract shall consist of 40 hours worked, eight (8) hours per day, Saturday through
Wednesday. CONTRACTOR shall be entitled to compensation for days/hours not worked by its
employee due to illness if CONTRACTOR’s Compensation, as stated in Schedule C, Compensation,
is a calendar day rate. CONTRACTOR shall not be paid for other excused or unexcused
absences. CONTRACTOR shall be entitled to compensation on





 D-A-1





 









 








CONTRACT NO. 711368/00





	 	 	SAUDI ARAMCO designated holidays, if compensated at a calendar day rate for services by
CONTRACTOR’s employee; however, CONTRACTOR shall not be entitled to compensation on SAUDI
ARAMCO designated holidays if compensated at an hourly rate or work day rate.






	3.	 	DEPARTURE PROCESSING
	 
	 	 	CONTRACTOR’s employee shall be responsible for obtaining all passports, medical
examinations, inoculations and permits necessary for him, and any dependents authorized by
ASC, to gain entrance into and exit from Saudi Arabia in connection with this Contract,
CONTRACTOR’s employee shall obtain his own visa and permits necessary to enter Saudi
Arabia. ASC shall reimburse CONTRACTOR for the actual cost of the above-mentioned items
obtained by its employee, but not for incidental expenses connected therewith, including
any lost job time. In connection with the services performed under this Contract by
CONTRACTOR’s employee; (a) Neither CONTRACTOR nor ASC shall make any inquiry, written or
oral, direct or indirect, which is intended to ascertain any such employee’s age, race,
color, creed, religion, sex, nationality, national origin or ancestry; and (b) neither
CONTRACTOR nor ASC shall discriminate or take what could be construed as discriminatory
action against CONTRACTOR or its employee on the basis of any of the foregoing criteria.






	4.	 	CUSTOMS DUTIES
	 
	 	 	Customs duties or charges of any country or governmental authority assessed against the
property of CONTRACTOR’s employee shall be for CONTRACTOR’s own account, except that ASC
shall pay any such customs duties or charges assessed against property which ASC considers
necessary in connection with CONTRACTOR’s employee’s stay or work in Saudi Arabia. In the
event SAUDI ARAMCO or ASC is compelled by any governmental authority in Saudi Arabia to pay
any sum of money in satisfaction of any debt or obligation in Saudi Arabia of CONTRACTOR or
of CONTRACTOR’s employee, CONTRACTOR shall reimburse SAUDI ARAMCO or ASC, as appropriate,
upon receipt of ASC’s billing and evidence of the governmental order which required the
making of such payment.
	 
	 	 	In the event customs duties or charges for the account of CONTRACTOR hereunder (and not
falling within the exception stated above) or any sums of money in satisfaction of any debt
or obligation are paid by SAUDI ARAMCO or by ASC, ASC reserves the right to deduct the
amount of such payments from the amount of ASC’s payments to CONTRACTOR hereunder or under
any other contract ASC may have with CONTRACTOR from time to time, or alternatively, to bill
CONTRACTOR for such payments and, in this latter event, CONTRACTOR agrees to pay ASC this
amount.





 D-A-2





 









 








CONTRACT NO. 711368/00





	5.	 	LOCAL TRANSPORTATION
	 
	 	 	SAUDI ARAMCO shall supply local transportation required by CONTRACTOR’s employee in Saudi
Arabia in connection with the services to be performed under this Contract in conformity
with its then current policy relating to that subject. All other local transportation
engaged by CONTRACTOR’s employee will be for the CONTRACTOR’s own account.






	6.	 	HOUSING






	 	 	CONTRACTOR’s employee shall be housed free of charge in accommodations provided by SAUDI
ARAMCO. The accommodations provided may be in or outside SAUDI ARAMCO communities and may
be either SAUDI ARAMCO or non-SAUDl ARAMCO owned facilities. If CONTRACTOR’s employee is
assigned housing in a SAUDI ARAMCO family community, he shall be eligible to use the
facilities on the same basis as SAUDI ARAMCO employees. If he is assigned housing outside a
SAUDI ARAMCO family community, he shall be eligible to use the facilities in the community
on the same basis as the general public.






	7.	 	MEALS
	 
	 	 	ASC shall provide CONTRACTOR’s employee a daily meal allowance at the current SAUDI ARAMCO
rates specified below, while Contractor’s Employee is housed in SAUDI ARAMCO provided or
SAUDI ARAMCO approved accommodations where meals are not provided free of charge.






	 	7.1.	 	Living in SAUDI ARAMCO’s Guest Houses, including
Steineke Hall: SR60/calendar day. Other incidental expenses, such as laundry, shall be
reimbursed by ASC.
	 
	 	7.2.	 	Living in SAUDI ARAMCO’s Main Camp Bachelor Quarters:
SR72/calendar day. Other incidental expenses, such as laundry, are
included in this rate.






	8.	 	ALTERNATE ACCOMMODATIONS
	 
	 	 	If SAUDI ARAMCO-provided living accommodations are not available on the basis set forth in
Paragraph 6 above, SAUDI ARAMCO may authorize hotel accommodations, meals, and laundry.
Authorized hotel room charges shall be billed directly by the hotel to SAUDI ARAMCO and a
per diem allowance at SAUDI ARAMCO current rates shall be payable by ASC to CONTRACTOR. ASC
shall reimburse CONTRACTOR for actual, reasonable, and documented laundry charges.






	9.	 	MEDICAL CARE





 D-A-3





 









 








CONTRACT NO. 711368/00





	     	 	Emergency outpatient care shall be made available free of charge to CONTRACTOR’s employee
at SAUDI ARAMCO and/or designated facilities, if required. Emergency inpatient and dental
care shall be provided to CONTRACTOR’s employee at SAUDI ARAMCO and/or designated medical
facilities, and will be charged to CONTRACTOR at rates applicable to the general public.






	10.	 	SAFETY
	 
	 	 	During any business trip, CONTRACTOR shall comply with all applicable SAUDI ARAMCO safety
and personnel rules and regulations, including but not limited to those set forth in the
SAUDI ARAMCO handout entitled “Loss Prevention Information for Consultants” which is made a
part hereof.






	11.	 	COMPLIANCE WITH SAUDI ARAMCO POLICIES
	 
	 	 	While present in Saudi Arabia, CONTRACTOR’s employee shall abide by the Government
Relations and Public Relations policies established from time to time by SAUDI ARAMCO as
such policies apply to persons sponsored within Saudi Arabia by SAUDI ARAMCO. In addition,
CONTRACTOR’s employee shall strictly observe Saudi Arab Government rules which prohibit
photography without written approval from the competent authorities, Should CONTRACTOR
desire to publish or release any publicity, public relations materials of any kind, or any
photographs taken in Saudi Arabia, CONTRACTOR shall first submit such items to SAUDI ARAMCO
for review, CONTRACTOR shall not publish or release any such items without SAUDI ARAMCO’s
prior written approval, which approval may be withheld in SAUDI ARAMCO’s absolute
discretion without giving any reason therefor.
	 
	12.	 	MOTOR VEHICLE INDEMNITY
	 
	 	 	ASC shall defend, indemnify and hold CONTRACTOR harmless from any and all claims, losses,
expenses or damages arising from or related to the injury to or death of any person and the
damage to or loss of any property arising from CONTRACTOR’s employee’s operation of any
motor vehicle assigned to him by SAUDI ARAMCO, other than claims, losses, expenses or
damages arising out of CONTRACTOR’s employee’s willful acts or omissions or gross
negligence.
	 
	13.	 	TRAVEL






	 	13.1.	 	CONTRACTOR’s employee shall be provided by ASC with a Business-class air
transportation ticket on intercontinental flights, and with an economy class air
transportation ticket on connecting domestic flights, for all air travel required
under this Contract.





 D-A-4





 









 








CONTRACT NO. 711368/00





	 	13.2.	 	CONTRACTOR also shall be reimbursed for all properly supported and
reasonable actual travel expenses, actually incurred in connection with
such travel.
	 
	 	13.3.	 	Travel shall be deemed to include travel from the CONTRACTOR’s
employee’s Point of Origin direct to Dhahran, Saudi Arabia and return
travel direct to CONTRACTOR’s employee’s Point of Origin.
	 
	 	13.4.	 	If CONTRACTOR’s employee deviates from the ASC-designated route,
except for reasons beyond his control, CONTRACTOR shall be
reimbursed only for travel expenses which would have been incurred had
he traveled by the ASC-designated route.
	 
	 	13.5.	 	ASC reserves the right to determine the routing and means of travel
CONTRACTOR’s employee will use for all transportation ASC may
request.
	 
	 	13.6.	 	Should CONTRACTOR’s employee travel by other than ASC provided air
transportation tickets without prior written authorization of ASC, ASC shall
reimburse CONTRACTOR only the equivalent of least cost economy class
air fare as determined by ASC.






	14.	 	CURRENCY CONVERSION
	 
	 	 	Should foreign currency expenses be incurred by CONTRACTOR’s employee for which U.S.
dollar reimbursement is required under the terms of the Contract, this reimbursement
will be calculated using the SAUDI ARAMCO company exchange rate in effect at the
time the expense was incurred.





END OF SCHEDULE D

ATTACHMENT I




 D-A-5