1 In the event that the Prime Contractor is awarded the Prime Contract for this Program, each Team Member agrees to negotiate in good faith and proceed in a timely manner to execute a mutually acceptable subcontract for the work to be performed by the Subcontractor and identified in Exhibit A.

2. The Team Members acknowledge that the subcontract, and any modifications thereto, may be subject to the consent or approval of the Customer. The Prime Contractor agrees to use all reasonable efforts to secure such consent or approval.

3. The subcontract shall include terms and conditions that are required to be flowed down by law, regulation or the Program, such other provisions as the Prime Contractor may reasonably require for the performance of its obligations under the Prime Contract, as well as such other provisions upon which mutual agreement is reached.

4. The award of the subcontract contemplated under this Agreement is subject to all the following conditions:

4.1.1. Award of a Prime Contract to Prime Contractor;

4.1.2. Inclusion in the Prime Contract of subcontract requirements that are substantially similar to those proposed under this Agreement and the Program;

4.1.3. Furnishing by the Subcontractor to Prime Contractor all certifications, representations, and cost and pricing data or basis for exemptions as required by applicable law or regulation, by the Program, or by the Prime Contract;

4.1.4. Customer’s specific approval of Subcontractor as a subcontractor, if required, which approval Prime Contractor shall make a good faith effort to obtain; and

4.1.5. Mutual agreement of the parties to the statement of work, financial terms, and contractual provisions

Each Party shall invoice its share of the Work to the General Contractor, and the General Contractor shall be obliged, by taking into account the invoices received from the other Parties, to bill the Customer for the Work provided under the terms of the Contract.

9.2 Payment Claims

The Parties shall open a joint escrow account at a bank on behalf of the Consortium under which all payments from the Customer are received. The Parties shall inform the bank in which split the received payments from the Customer shall be transferred to the different accounts of each Party. Such payment split shall be based upon the actual Work performed by a Party at the time the payment is being received by the Customer. If the Parties fail to inform the bank within thirty (30) days after reception of the relevant payment of the Customer onto the escrow account, the bank shall automatically split and transfer the received payment from the Customer to the different accounts of the Parties by using the Work Quota stipulated in this Agreement.

A Party shall only claim payment of its performed Work after the relevant payment has been received from the Customer.

9.3 Misdirected Payments

If a Party receives payments to which it is not entitled, it shall immediately forward them to the Party entitled; if this Party cannot be determined within seven (7) calendar days from receipt of payment, they shall be forwarded to the General Contractor.

9.4 Charges

Each Party shall bear the bank charges for handling the payments for its share of the Work.

9.5 Letter of Credit / Payment Milestones

The General Contractor and the Parties shall use their best efforts to include an obligation by the Customer into the Customer Contract to provide a Letter of Credit. In addition, the General Contractor and the Parties shall use their best efforts to include into a potential Customer Contract a payment milestone plan that clearly attributes the payment milestones to the Works of either one of the Parties.

With respect to or in connection with the transaction contemplated under this Agreement, each Party represents and warrants to the other Parties that none of the respective Party, its directors or employees, agents, advisers or consultants or subcontractors employed by the respective Party has ever made or authorized or promised to make or authorize, and the respective Party covenants to the other Parties that any none of the foregoing person will not make or authorize or promise to make or authorize any offer, payment or gift of money or anything of value, directly or indirectly, to any employee, public official or other person or firm employed by or acting for or on behalf of the government, public agency or public enterprise of any country or public international organization or any other person, to whom such offer, payment or gift of money or anything of value is prohibited by any applicable law of any country in order to obtain or retain business or any other improper advantage for the other Parties, its original vendor, the respective Party or any other party related to the transaction contemplated in this Agreement.

10.              (a)        Each Party acknowledges that it may be required to make available to the other Party information protected by patents, trademarks and designs, as well as proprietary systems, designs or processes and technical or business know how (hereinafter referred to as “the Proprietary Information”).

(b)               Each Party commits itself to protect Proprietary Information belonging to the other Party and agrees that it will not disclose any Proprietary Information to a third party otherwise than with the prior express agreement in writing of the other Party.

(c)                A Party shall not acquire any right, title or interest in or to any Proprietary information of the Party.

(d)               The Parties hereby agree to keep confidential and not use for any purpose other than the Pre-Qualification and the Tender any Proprietary Information communicated directly or indirectly by the other Party or brought to their knowledge concerning the Works. Should a Party or a director, officer, employee, agent, servant, parent company, related company or subsidiary of a Party divulge any Proprietary Information to a third party in the course of carrying out the Works, then that Party shall be responsible for ensuring that the confidentiality of the Proprietary Information is maintained by requiring the third party to execute a confidentiality agreement or by some other appropriate means.

(e)                For the purpose of this clause, the definition of Proprietary Information does not include information where:

(i)                 The Party owning the Proprietary Information (hereinafter referred to as “the Owner Party”) has notified the other Party that the information is in the public domain;

(ii)               the Proprietary Information is in the public domain in the same form or medium and arranged, collated or compiled, in the same manner as it was disclosed to the other Parties or created by the Owner Party, through no act, neglect or default of the other Party; or

(iii)             The Owner Party has notified, in writing, the other Party that the Owner Party does not require the other Party to maintain the confidentiality of the Proprietary Information.

(a)       An index of all volumes in each system. As far as practicable, equipment in each system shall be listed in sequence following flow of operation from storage or starting equipment, or source to end point, finished product, or downstream end.

(b)       An index of the volume.

(c)        System layouts showing equipment; piping, valves and controls; ducts dampers, and controls; and all other devices, accessories and appurtenances provided.

(d)       Reviewed wiring and control diagrams with data to explain the detailed operation and control of each component.

(e)       A control sequence describing startup, operation, and shutdown

(f)        Operating and maintenance instruction for each piece of equipment, including lubrication instructions. Provide a list showering the proper lubrications for each item of mechanical equipment, approximate quantities needed per year of continuous operations, and recommended lubrication intervals. Wherever possible, the types of lubricants wall be consolidated with the manufacturer’s approval to minimize the number of different lubricants required for maintenance.

(g)       Manufacturer’s bulletins, cuts and descriptive data.

(h)       A complete parts list and, when available from the manufacturer, and exploded view of the equipment with part designation and parts shown.

(i)         The name and address of the nearest service and maintenance organization that regularly stocks repair parts.

(J)        Recommended spare parts lists: Furnish recommendations for a 12–months supply of spare parts for each major item of equipment with the price of each item. The recommended list of spare parts shall refer specifically guarantee period. The original manufacturer’s name and part number shall be indicated for any parts incorporated in comments, or item listed.

(k)        Special tools and test equipment list: Submit lists of all special tools and test equipment required for operation, maintenance, adjustment, testing, and repair of all equipment, instruments, and components provided.

(l)         Equipment operation and maintenance data: Furnish complete operation and maintenance data for each item of equipment and components, including revisions and supplements there to. The data shall consist of manufacturer’s brochures, catalogs, and drawings, including  applicable shop drawing appurtenant to operation and maintenance of equipment and service bulletin supplemented as  necessarily to include, but not be limited to, such detailed information as operation, maintenance, including disassembly and reassembly instructions, scale and corroding control, cleaning, troubleshooting, repair, calibration, servicing, installation, lubrication, removal and inspection and illustrated parts list. Complete reordering information appropriate to the equipment shall be included. Data for components shall be integrated to provide adequate information for the operation and

maintenance off the items of equipment. Identical equipment within a single major system will require only one inclusion of data. Like equipment between different major systems will requiem separate inclusion fodaa. As near a practicable, data shall be organized in the following sequence.

• Index of volumes( if set of volumes)
• Index
• Description of equipment and the orgy of operation
• Illustrated parts breakdown and parts list
• Normal operating procedures
• Emergency operating procedures
• Preventive maintenance

• Recommended timing
• Inspection procedures
• Adjustment procedures
• Lubrication and cleaning

• Test  procedures
• Calibration procedures
• Scale and corrosion prevention
• Troubleshooting
• Removal and installation
• Disassembly and assembly
• Repair and overhaul instructions
• Reorder information
• Special information

1.1.1 “Contract, “Contract Documents,” “Contract Package,” “Package,” “Bid Package” : Where these terms appear in the Specifications, Drawings, or Bills of Quantities, they shall have meaning as defined under Conditions of Contract Part I, Clause 1.

1.1.2 Where the term “Consultant” or the term “Engineer” appears in Specifications, Drawings, or Bill of Quantities, the term are interchangeable and shall mean the party designated by the Owner to perform the duties of the Engineer as set forth in the terms and conditions of the Contract.

1.1.3 Where in these documents or upon the Drawings, the word Directed, Required, Permitted, Ordered, Designated, Prescribed, or words of like import are used, it shall be understood that the direction, of requirement, permission, order, designation, or prescription of the Engineer is intended, and similarly, the word Approved, Acceptable, Satisfactory, or other of like import shall mean approved or accepted by the Engineer unless otherwise expressly stated.

1.1.4 Day: As used throughout the contract, the word “day” means “calendar day” unless otherwise indicated.

1.1.5 Owner: Where the term “Owner” appears in the specifications, Drawings, and Bills of Quantities, the word shall have same meaning as “Employer” as Quantities. The word shall have same meaning as “Employer” as defined under Conditions of Contract, Part 1. Clause 1.