7.construction GCOC

INDEX TO GENERAL CONDITIONS OF CONTRACT
ARTICLE NO. TITLE
ARTICLE 1 DEFINITIONS AND INTERPRETATION
ARTICLE 2 THE WORK AND CONTRACTOR PERFORMANCE
ARTICLE 3 CONTRACTOR PERSONNEL, MATERIALS AND EQUIPMENT
ARTICLE 4 EXECUTION PROGRAMME, DELAY AND LIQUIDATED DAMAGE
ARTICLE 5 INSPECTION, COMPLETION AND ACCEPTANCE
ARTICLE 6 GUARANTEES AND BONDS
ARTICLE 7 REMUNERATION
ARTICLE 8 VARIATIONS
ARTICLE 9 LREDC PROVIDED MATERIALS, PLANT AND EQUIPMENT
ARTICLE 10 ASSIGNMENT AND SUBCONTRACTING
ARTICLE 11 FORCE MAJEURE
ARTICLE 12 SUSPENSION AND TERMINATION
ARTICLE 13 LIABILITIES, INDEMNITIES AND INSURANCE
ARTICLE 14 CONFIDENTIALITY AND AUDITS
ARTICLE 15 TITLE AND LICENSES
ARTICLE 15A CLAIMS
ARTICLE 16 LAWS, REGULATIONS AND SETTLEMENT OF DISPUTES
ARTICLE 17 BUSINESS ETHICS
ARTICLE 18 MISCELLANEOUS PROVISIONS
ARTICLE 19 REPRESENTATIVES AND NOTICES
APPENDICES
APPENDIX A - SCOPE OF WORK AND TECHNICAL INFORMATION
APPENDIX B - SCHEDULE OF PRICES AND RATES
APPENDIX C - INSURANCE
APPENDIX D - CONTRACTOR TECHNICAL PROPOSAL
APPENDIX E - CONTRACT EXECUTION PLAN
APPENDIX F - ADMINISTRATIVE PROCEDURES
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LUSAIL REAL ESTATE DEVELOPMENT COMPANY
TENDER FOR CONSTRUCTION PACKAGE 13E (CP-13E) CONSTRUCTION KATARA HOSPITALITY DC & GAS
UPGRADE AND REINSTATEMENT WORKS
TENDER No.: 55012856
ARTICLE 1 – DEFINITIONS AND INTERPRETATION
1. a. DEFINITIONS:
The following words and expressions shall have the meaning herein assigned
and shall be used for the purpose of interpreting the CONTRACT. Further
definitions not contained in this Article shall apply to the context and/or
Appendix in which they are stated.
1.a.1 “AFFILIATE” in relation to LREDC means a company or entity that is

directly or indirectly controlling or controlled by, or under direct or
indirect common control with LREDC. For purposes of this definition,
the term “controlling” or “controlled” means direct or indirect ownership of
or the right to exercise (i) greater than fifty percent (50%) of the
outstanding shares or interests entitled to vote for the election of directors
or similar managing authority of the subject entity; or (ii) greater than fifty
percent (50%) of the ownership interest representing the right to make
decisions for the subject entity; or (iii) or the ability to direct the business
or the management or the policies of the company.
1.a.2 “APPROVAL” means the prior written assent of LREDC. APPROVAL

shall in no way be construed as relieving the CONTRACTOR of any of its
obligations, responsibilities or liabilities under the CONTRACT or at law.
APPROVE or APPROVED shall be construed accordingly.
1.a.3 "BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS"

means the practices, methods, equipment and procedures usually
employed by professional construction contractors in the same field as the
CONTRACTOR and that degree of due care, skill, diligence, prudence
and foresight which would reasonably be expected to be observed by a
skilled, qualified and experienced construction contractor engaged in
carrying out activities, the same as, or similar to the WORK, under the
same, or similar circumstances.
1.a.4 "CLAIM NOTICE" means a notice to be issued under and in accordance

with Article 15A.
1.a.5 “COMMENCEMENT DATE” means the date as shown in the FORM OF

AGREEMENT from which the CONTRACTOR must proceed with the
WORK with due expedition and without delay.
1.a.6 “COMPLETION” means completion of the WORK and/or a SECTION (s)

(as the case may be) in accordance with Sub-Article 5.7.
1.a.7 “COMPLETION CERTIFICATE” means a certificate in the form shown in

Appendix F, issued by LREDC in accordance with Sub-Article 5.7.
1.a.8 "COMPLETION DATE" shall be the date shown on any COMPLETION

CERTIFICATE issued by LREDC in accordance with Sub-Article 5.7.
Volume 1- General Conditions of Contract Page 1 of 54

1.a.9 “CONSTRUCTION SITE” means that part of the WORKSITE on which the
FACILITY is being erected, installed and completed by the
CONTRACTOR including those adjacent areas and including both the
PARTIES’ site offices and the CONTRACTOR’s fabrication and storage
areas.
1.a.10 “CONTRACT” means the FORM OF AGREEMENT, the General

Conditions of Contract including the following Appendices as set out
below, all documents incorporated therein unless expressly excluded and
any other documents which the PARTIES have expressly agreed in
writing to form part of the CONTRACT:
Appendix A - Scope of Work and Technical Information

Appendix B - Schedule of Prices and Rates
Appendix C - Insurance
Appendix D - Contractor Technical Proposal
Appendix E - Contract Execution Plan
Appendix F - Administrative Procedures
1.a.11 “CONTRACT EXECUTION PLAN” means the plan shown in Appendix E,

which shall be adhered to by the CONTRACTOR in preparing the
EXECUTION PROGRAMME for execution of the WORK.
1.a.12 “CONTRACT PRICE” means the price shown on the FORM OF

AGREEMENT subject to any additions thereto or deductions therefrom
which may be made in accordance with the provisions of the
CONTRACT. Any revisions to the CONTRACT PRICE shall be shown in
a CONTRACT VARIATION FORM.
1.a.13 “CONTRACT VARIATION FORM” means that document in the form

shown in Appendix F, which records both PARTIES agreement to a
VARIATION in accordance with the provisions of Article 8.
1.a.14 “CONTRACTOR” means the party to this CONTRACT named as such in

the FORM OF AGREEMENT who is employed by LREDC to perform the
WORK, legal successors to the CONTRACTOR and permitted assignees.
1.a.15 “CONTRACTOR PERSONNEL” means all individuals whether employees

of the CONTRACTOR or not, engaged by the CONTRACTOR in the
WORK and shall include all personnel, staff, labor and other employees of
any SUBCONTRACTOR and agency personnel employed by the
CONTRACTOR.
1.a.16 “DISCHARGE CERTIFICATE” means that certificate in the form shown in

Appendix F, issued by LREDC to the CONTRACTOR in accordance with
Sub-Article 6.10.
1.a.17 “EFFECTIVE DATE” means the date when the CONTRACT comes into
force which date is shown on the FORM OF AGREEMENT.

1.a.18 “EXECUTION PROGRAMME” means the detailed work programme for

carrying out the WORK, which shall be prepared and updated from time to
time by the CONTRACTOR in accordance with Article 4.
1.a.19 "FACILITY” means the physical work, plant, or improvements to be

constructed, erected and/or installed by the CONTRACTOR arising from
the WORK pursuant to this CONTRACT.
1.a.20 “FLOAT” means the time available to any activity included in any
programme in addition to its planned duration. The term “Float” includes
“free float” and “total float.” “Free float” is the amount of time that an
activity can be delayed beyond its early start/ early finish dates without
delaying the early start or early finish of any linked immediately following
activity and “total float” means the amount of time that an activity may be
delayed beyond its early start/early finish dates without delaying the
relevant SCHEDULED COMPLETION DATE of the WORK and/or a
SECTION(s).
1.a.21 “FORM OF AGREEMENT” means the signed and dated agreement

between the PARTIES, which among other stipulations, sets out the
EFFECTIVE DATE, CONTRACT PRICE and SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable).
1.a.22 "GUARANTEE PERIOD" has the meaning given to it in Sub-Article 6.1.
1.a.23 "KEY CONTRACTOR PERSONNEL" means the persons listed in

Appendix D, as may be replaced or changed subject to LREDC's
APPROVAL.
1.a.24 "LIQUIDATED DAMAGES" has the meaning given to it in Sub-Articles 4.
1.a.25 “LREDC” refer to Lusail Real Estate Development Company W.L.L., its
successors, and assigns.
1.a.26 “LREDC INSTRUCTION” means that document in the form shown in

Appendix F, issued by LREDC to the CONTRACTOR instructing any
works, changes in the WORK, or any matter in relation to the WORK,
upon receipt of which the CONTRACTOR shall without any delay
implement the instruction specified therein. LREDC INSTRUCTION may
give rise to a VARIATION, but not necessarily.
1.a.27 “PARTY/PARTIES” means in the singular either LREDC or the

CONTRACTOR, as appropriate, and in the plural both LREDC and the
CONTRACTOR.
1.a.28 “REPRESENTATIVE” shall be that person, as notified by a PARTY to the

other PARTY, who shall have the duties, rights and obligations outlined in
Article 19.
1.a.29 “SCHEDULED COMPLETION DATE” means the date by which the

CONTRACTOR is required to achieve COMPLETION of the WORK

(and/or SECTION(s), if applicable), which date is stated on the FORM OF
AGREEMENT (and in the case of a SECTION, in Appendix E), as such
date(s) may be adjusted in accordance with this CONTRACT.
1.a.30 “SECTION” means a part of the WORKS specified in Appendix A as a

Section (if any).
1.a.31 “SUBCONTRACT” means any contract between the CONTRACTOR and

any party (other than LREDC or any employees of the CONTRACTOR)
for the performance of any part of the WORK including but not limited to
supply of material.
1.a.32 “SUBCONTRACTOR” means any entity, including an entity nominated by

LREDC pursuant to Sub-Article 10.4, to whom execution of any part of the
WORK, including preparation of the design or supply of any materials, is
subcontracted directly by the CONTRACTOR or at any lower tier, and
includes its legal successors or permitted assigns.
1.a.33 “TECHNICAL INFORMATION” means all design data, design standards,

design, drawings and all specifications as contained in Appendix A and
any additions and modifications thereto in accordance with the
CONTRACT, as well as any instructions and other information provided
by LREDC.
1.a.34 "TEMPORARY FACILITIES" means all temporary works of any kind

(other than the CONTRACTOR's equipment) required on the
CONSTRUCTION SITE for the execution and COMPLETION of the
WORK and the remedying of any defects.
1.a.35 “TIME IMPACT ANALYSIS” means the method of delay analysis where
the impacts of particular delays are mapped out at the time of which they
occur, allowing the discrete effects of individual events to be determined,
which analysis must comply with the requirements set out in the
CONTRACT (including Sub-Article 4.7).
1.a.36 “VARIATION” means a change in the WORK, pursuant to Article 8.
1.a.37 “WORK” means all work to be carried out including supply of all material
and performance of all services to be provided by the CONTRACTOR in
accordance with the CONTRACT.
1.a.38 “WORKSITE” means all places where the WORK or any part thereof is
being or is to be performed including the CONSTRUCTION SITE and all
places where equipment, materials or supplies are being obtained from,
stored or used for the purposes of the CONTRACT.
1. b. CONTRACT INTERPRETATION

1.b.1 The headings as well as the cover page of the CONTRACT are included for
convenience only and shall not affect its interpretation. Unless the context
otherwise requires, the singular includes the plural and vice versa. Words
importing any gender shall include any other gender. All dates and time
periods referred to in the CONTRACT correspond to the Gregorian calendar.
“Day” or “day” shall mean a calendar day unless otherwise specified.
1.b.2 The CONTRACT shall be read and construed as a whole. Anything

mentioned in any of the documents comprising the CONTRACT shall be of
like effect as if stated or mentioned in all of them. In the event of any conflict,
ambiguity, or discrepancy between any of the documents forming part of this
CONTRACT, the same shall be referred to LREDC for clarification and
resolution. Notwithstanding the above provisions, the following order of
precedence shall prevail “(a)” having the highest order of precedence:
(a) Form of Agreement

(b) General Conditions of Contract
(c) Appendix C- Insurance
(d) Appendix A- Scope of Work and Technical Information
(e) Appendix B- Schedule of Prices and Rates
(f) Appendix E- Contract Execution Plan
(g) Appendix D- Contractor Technical Proposal
(h) Appendix F- Administrative Procedures
Notwithstanding the above, as soon as the CONTRACTOR becomes aware

of any conflict, ambiguity, or discrepancy between any of the documents
forming part of the CONTRACT, the CONTRACTOR shall immediately (and
in any event, before carrying out the relevant WORK) notify LREDC and seek
instructions as to which part takes priority and/or how the relevant parts
should be construed. The CONTRACTOR shall comply with the instructions
of LREDC in relation to such conflict, discrepancy, or inconsistency.
In case of any conflict, ambiguity, or discrepancy between any of the

paragraphs or the documents within the same Appendix, the most Favourable
interpretation thereof shall apply for which the CONTRACTOR shall be
deemed to have considered in the CONTRACT PRICE, and the
CONTRACTOR shall not be entitled to any additional time, cost, profit,
compensation and/or relief in respect of such conflict, discrepancy, or
inconsistency and/or compliance with LREDC instructions, unless LREDC
decides otherwise and so instructs the CONTRACTOR. For purposes of this
CONTRACT. The term “Favourable” means the interpretation which is the
most advantageous to LREDC as determined by LREDC regardless of
whether it is the most onerous, stringent and/or disadvantageous
interpretation to the CONTRACTOR.
1.b.3 All references to this CONTRACT shall be deemed to include the Appendices
and all documents incorporated herein, unless such reference specifically
provides otherwise. Reference to Articles shall be to the Articles of the
General Conditions of Contract, reference to Appendices shall be to

Appendices specified in Sub-Article 1.a.10 and are deemed incorporated by

reference in this CONTRACT.
1.b.4 The governing language of the CONTRACT shall be the English language. All
notices, correspondence, information, literature, data, manuals and other
document/drawings required under the CONTRACT shall be in the English
language.
ARTICLE 2 – THE WORK AND CONTRACTOR PERFORMANCE
2.1 The CONTRACTOR shall execute and complete the WORK as generally
described and in accordance with Appendix A and as set forth in the
CONTRACT and shall remedy any defects in the WORK.
This CONTRACT does not claim to include every detail or all specifications
for the WORK. Subject to this CONTRACT, the WORK shall include any work
which is necessary to satisfy the requirements of the CONTRACT or is
implied by the CONTRACT and it is the CONTRACTOR's responsibility to
provide all things and perform all obligations necessary for the COMPLETION
of the WORK. The CONTRACTOR is responsible for the setting out of the
WORK, the adequacy, stability and safety of all operations on the
CONSTRUCTION SITE and of all methods and means of construction.
2.2 The CONTRACTOR shall perform the WORK with the BEST PRACTICES
AND ACCEPTED PROFESSIONAL STANDARDS and meeting LREDC’s
intents and the CONTRACTOR obligations outlined in and/or implied from the
CONTRACT.
2.3 The CONTRACTOR warrants that the CONTRACTOR’s,

SUBCONTRACTORS’ and CONTRACTOR PERSONNEL’s performance of
the WORK shall comply with the CONTRACT. The CONTRACTOR shall be
responsible for all acts, omissions or defaults of any SUBCONTRACTOR or
CONTRACTOR PERSONNEL as if they were acts, omissions or defaults of
the CONTRACTOR, and agrees to release, protect, indemnify, defend and
hold harmless LREDC, its AFFILIATES and its and their officers, employees
and agents from all claims, losses, damages, costs (including legal fees and
expenses), expenses and liabilities of every kind and nature resulting
therefrom.
2.4 Subject to this CONTRACT, the CONTRACTOR shall at all times perform the
WORK in a manner that will safeguard and protect LREDC’s interest and take
all necessary and proper steps to prevent abuse or uneconomical use of
LREDC’s facilities and resources.
2.5 The CONTRACTOR shall use effective quality control and assurance
programmes in performing the WORK that comply with all applicable laws,
technical codes and BEST PRACTICES AND ACCEPTED PROFESSIONAL
STANDARDS applicable to facilities of a type similar to the FACILITY or as
may be specified by LREDC. Furthermore, within twenty eight (28) days from
the EFFECTIVE DATE, the CONTRACTOR shall finalize a Project Quality

Plan addressing methods and procedures, including administrative

procedures to be adopted for effective quality control and quality assurance in
performing the WORK. The Project Quality Plan will be subject to
APPROVAL. Once APPROVED by LREDC, the Project Quality Plan shall be
deemed part of the CONTRACT, and appended to Appendix D.
2.6 The CONTRACTOR shall be deemed to have done its due diligence, carefully
examined and inspected the WORKSITE and surrounding locations and
satisfied itself as to the nature and quality of the WORKSITE and the WORK,
including but not limited to the project management, supervision,
procurement, importation, clearance and port requirements and limitations,
fabrication, construction, installation, commissioning, and all other necessary
services, access requirements, personnel, immigration, labor, materials,
plant, facilities, tools, equipment, power, transport, water, and other services
required for the performance of the WORK, general and local conditions
especially ground, climatic, sea, other water and weather conditions, all taxes,
duties, tariffs and levies and all other matters which could affect progress or
performance of the WORK. Any failure by the CONTRACTOR to take account
of matters that may affect the WORK shall not relieve the CONTRACTOR
from its obligations under the CONTRACT nor entitle the CONTRACTOR to
an extension to the SCHEDULED COMPLETION DATE of the WORK (and/or
SECTION(s), if applicable), any addition to the CONTRACT PRICE or any
other claim or relief.
2.7 The CONTRACTOR shall set out the WORK in relation to original points,
lines and levels of reference specified in the CONTRACT or notified by
LREDC. The CONTRACTOR shall verify and be responsible for the correct
positioning of all parts of the WORK, and shall rectify any error in the
positions, levels, dimensions or alignment of the WORK.
2.8 Notwithstanding Sub-Article 2.6 above, if, (i) during the execution of WORK,
the CONTRACTOR shall encounter at the CONSTRUCTION SITE
underground conditions substantially different from those shown under the
soil survey report or bore hole information provided by LREDC and which
adversely affect the performance of the WORK ("Adverse Site Conditions");
(ii) the Adverse Site Conditions could not have been reasonably foreseen
before EFFECTIVE DATE by an experienced contractor on the basis of
reasonable examination of the CONSTRUCTION SITE and of the data
relating to the WORK provided by LREDC and of information which it could
have obtained by inspection of the CONSTRUCTION SITE and (iii) as a
consequence of such conditions the CONTRACTOR will incur unavoidable
substantial additional cost and expense and/or require unavoidable additional
time to perform its obligations under the CONTRACT, then provided that the
CONTRACTOR notifies LREDC of the existence of Adverse Site Conditions
as soon as reasonably possible after they are discovered (and in any event
prior to the CONTRACTOR taking any action to overcome the Adverse Site
Conditions), LREDC shall make a determination as to whether or not it shall
sign a CONTRACT VARIATION FORM or issue an LREDC INSTRUCTION
on the same as necessary to overcome the Adverse Site Conditions. The

CONTRACTOR shall in any event mitigate any impacts resulting from

Adverse Site Conditions.
2.9 LREDC shall give the CONTRACTOR right to access to the

CONSTRUCTION SITE, or parts thereof, within the time (or times) stated in
the CONTRACT EXECUTION PLAN, the right and possession may not be
exclusive to the CONTRACTOR. If under the CONTRACT, LREDC is
required to give to the CONTRACTOR possession of any foundation,
structure, plant or means of access, LREDC shall do so in the time and in the
manner stated in the TECHNICAL INFORMATION and other requirement of
this CONTRACT. However, LREDC may withhold any such right or
possession until the appropriate performance security in the form specified in
Article 6 and the insurances required in accordance with Appendix C have
been received by LREDC. If no such time is stated in Appendix A, LREDC
shall give the CONTRACTOR right to access to and possession of the
CONSTRUCTION SITE within such times as may be required to enable the
CONTRACTOR to proceed in accordance with the EXECUTION
PROGRAMME.
2.10 The CONTRACTOR shall be deemed to have satisfied itself as to the

suitability and availability of access routes to the CONSTRUCTION SITE. The
CONTRACTOR shall bear all costs and charges due to non-availability or
non-suitability for the use and maintenance of access routes, including
provision of all necessary signs or directions, and for special and/or
temporary rights-of-way which the CONTRACTOR may require, including
those for access to the CONSTRUCTION SITE. The CONTRACTOR shall
also obtain, at its risk and cost, any additional facilities outside the
CONSTRUCTION SITE which the CONTRACTOR may require for the
purposes of the WORK.
2.11 The CONTRACTOR shall keep at the CONSTRUCTION SITE a copy of the
CONTRACT document, all publications named therein, the TECHNICAL
INFORMATION including all specifications, drawings, CONTRACT
VARIATION FORMS and all documentation and other communication given
under the CONTRACT. LREDC and its nominated representatives shall have
the right to access these documents at all reasonable times.
2.12 LREDC shall have no other obligation to provide the CONTRACTOR with any
other documents or information not expressly provided for under the
CONTRACT. LREDC will however on receipt of reasonable notice from the
CONTRACTOR, endeavor to provide the CONTRACTOR any information or
documents that it has in its possession which would assist the
CONTRACTOR in performing the WORK.
2.13 If the CONTRACT specifies that the CONTRACTOR shall design any part of
the WORK, then unless otherwise stated in the CONTRACT:
(i) The CONTRACTOR shall submit to LREDC the design documents for
the part of the WORK to be designed, in accordance with the
procedures and within the time frames specified in the CONTRACT;

(ii) The design documents prepared by the CONTRACTOR shall be in

accordance with all requirements of the CONTRACT and shall include
additional information to ensure coordination and consistency with the
TECHNICAL INFORMATION;
(iii) The CONTRACTOR shall be responsible for the design and

specification of the part of the WORK to be designed by the
CONTRACTOR including the completion of all design documents
required for the construction of that part and the further developing of
all drawings, information, and documents so as to complete the design
of that part of WORK in accordance with the CONTRACT; and
(iv) The CONTRACTOR shall be fully liable and responsible for the
CONTRACTOR designed part of the WORK, including its consistency
with the TECHNICAL INFORMATON, and, when the WORK is
completed, ensures and warrants that the CONTRACTOR designed
part of the WORK is fit for such purposes for which such part was
intended by LREDC as defined in or reasonably to be inferred from
the CONTRACT.
2.14 When completed, the WORK and the FACILITY shall be in full compliance
with all TECHNICAL INFORMATION and all requirements as defined in or
reasonably to be inferred from the CONTRACT. The CONTRACTOR
undertakes that the completed FACILITY will be operable, in accordance with
(a) all applicable laws; and (b) the documents forming the CONTRACT, as
altered or modified by VARIATIONS.
2.15 Any modifications to the TECHNICAL INFORMATION, including additions,

deletions, substitutions or corrections, that the CONTRACTOR proposes to
make in order to comply with the requirements of the CONTRACT shall be
subject to APPROVAL. For such modifications, the CONTRACTOR shall
provide the relevant documents, drawings or information sufficiently far in
advance of being used for construction of the WORK in order to allow the
CONTRACTOR to implement or to respond to comments from LREDC.
LREDC shall endeavour to comment within fourteen (14) days of receipt of
the request for APPROVAL and any associated documents, drawings or
information. Where the CONTRACTOR proposes to depart from any
document previously submitted for LREDC's review, it shall submit
documents setting out details of such departure for LREDC's review.
2.16 LREDC is not bound to comment on any documents submitted for its review.
If LREDC informs the CONTRACTOR that it considers any document not to
be compliant with the CONTRACT, the CONTRACTOR shall either give effect
to such comments, which action shall be at the CONTRACTOR'S own cost
and will not give rise to any adjustment of the CONTRACT PRICE or
extension of time to the SCHEDULED COMPLETION DATE of the WORK
(and/or SECTION(s), if applicable) or if the CONTRACTOR considers that its
document is compliant with the CONTRACT, give notice in writing to LREDC
to that effect. Where the CONTRACTOR has served such notice, LREDC

may nevertheless by written notice require the CONTRACTOR to give effect

to LREDC's previous comments on the document concerned. The
CONTRACTOR shall comply with such instruction, and if it is
subsequently agreed or determined that the CONTRACTOR's original
document was in compliance with the CONTRACT, the CONTRACTOR shall
serve notice of the same and LREDC shall make a determination as to
whether or not it shall sign a CONTRACT VARIATION FORM or issue an
LREDC INSTRUCTION on the same. If it is subsequently agreed or
determined that the CONTRACTOR's original document was not in
compliance with the CONTRACT, then the CONTRACTOR shall have no
entitlement to an adjustment of the CONTRACT PRICE or extension of time
to the SCHEDULED COMPLETION DATE of the WORK (and/or
SECTION(s), if applicable) by reason of LREDC's instruction. No examination
or lack of examination nor any comments, APPROVAL or disapproval by
LREDC in relation to any documents shall relieve the CONTRACTOR of any
of its obligations, risks or liabilities under the CONTRACT.
2.17 The CONTRACTOR assumes total responsibility for the WORK performed by
the CONTRACTOR and SUBCONTRACTORS including work that is based
upon data and information not contained in the CONTRACT or any
conclusions, interpretations by the CONTRACTOR in applying the data,
information and requirements contained in the CONTRACT.
2.18 The CONTRACTOR shall notify LREDC immediately whenever (i) accidents
or incidents occur including any which might affect the interests or other
operations of LREDC or others, and/or (ii) any impending or actual stoppages
of work, industrial disputes or matters affecting or likely to affect the
performance of the WORK.
2.19 The CONTRACTOR shall be responsible for safety during the performance of
the WORK and shall provide all necessary safeguards to ensure the safety
and protection of the CONSTRUCTION SITE and of all persons and property
associated with the WORK. The CONTRACTOR shall ensure that good
housekeeping is maintained continuously with due regard to tidiness and
disposal of all material in a safe and sound manner and the keeping of access
ways and emergency exits clear.
2.20 The CONTRACTOR shall, and shall ensure that CONTRACTOR
PERSONNEL and SUBCONTRACTORS comply fully with LREDC’s health,
safety and environment rules, codes, policies, procedures and regulations in
place. If the CONTRACTOR fails to comply with, implement, impose or is
deemed to be in breach of any of LREDC’s health, safety and environment
rules, codes, policies, procedures, regulations and requirements LREDC
REPRESENTATIVE shall give notice of such failure. Any such notice will
detail the failure, the action required by the CONTRACTOR to rectify the
failure and the time in which the rectification is to be carried out. If the
CONTRACTOR does not rectify the notified failure within the stated time for
rectification, LREDC REPRESENTATIVE may instruct the CONTRACTOR to
suspend progress of part or all of the WORK in accordance with Article 12.

2.21 Unless otherwise stated in the Appendices, the CONTRACTOR shall be

responsible for the security of the CONSTRUCTION SITE and shall ensure
that access to the CONSTRUCTION SITE is always limited to authorized
persons only. Authorized persons for the purposes of this Sub-Article are
CONTRACTOR PERSONNEL, LREDC personnel and other persons notified
to the CONTRACTOR by LREDC including, but not limited to personnel of
other contractors working for LREDC at the CONSTRUCTION SITE.
2.22 The CONTRACTOR shall maintain in a form agreed by LREDC adequate

records for all materials, supplies, facilities, and equipment and provide a
monthly inventory to show the use of all materials, supplies, facilities, and
equipment received and the balance of materials, supplies and equipment
unused.
2.23 The CONTRACTOR shall be responsible for providing suitable and safe
storage in accordance with BEST PRACTICES AND ACCEPTED
PROFESSIONAL STANDARDS for all materials and equipment and shall
comply with any particular storage requirements in the CONTRACT and shall
make good any loss, damage or deterioration which may occur to the
materials, supplies, facilities and equipment while in the possession or control
of the CONTRACTOR. The CONTRACTOR shall give due care to storage of
materials, supplies, facilities and equipment requiring special environmental
considerations. The CONTRACTOR shall be responsible for any loss and/or
damage to all materials, supplies, facilities and equipment.
2.24 The CONTRACTOR shall keep all materials, supplies, and equipment within
the CONSTRUCTION SITE and off adjacent land. During the performance
of the WORK, the CONTRACTOR shall keep the CONSTRUCTION SITE free
from all unnecessary obstruction, and shall store or dispose of any idle
CONTRACTOR’s equipment, facilities, supplies and surplus materials. The
CONTRACTOR shall clear away and remove from the CONSTRUCTION
SITE any wreckage, rubbish and TEMPORARY FACILITIES which are no
longer required. Should the CONTRACTOR fail to perform any of the
foregoing, LREDC may, after issuing a notice to the CONTRACTOR to rectify
its failure and provide a reasonable time for the CONTRACTOR to do the
same, but shall not be obligated to, clear and remove from the
CONSTRUCTION SITE any wreckage, rubbish and TEMPORARY
FACILITIES which are no longer required and back-charge the
CONTRACTOR for such work. The CONTRACTOR shall be required to pay
any invoiced amount related thereto.
2.25 The CONTRACTOR shall, in addition to any other requirements stated in the
Appendices, prepare and keep up-to-date a complete set of “As Built” records
of the execution of the WORK, showing the exact as built locations, sizes and
details of the WORK as executed. These as built documents as well as final
operation and maintenance manuals shall be prepared by the CONTRACTOR
and submitted to LREDC in the numbers and at the times specified by LREDC
REPRESENTATIVE.

2.26 The CONTRACTOR recognizes that the WORK on or at the vicinity of the
CONSTRUCTION SITE may be performed under joint occupancy conditions
with other LREDC contractors, consultants or suppliers, and agrees to
accommodate, co-operate with, co-ordinate with and liaise with LREDC and
any other contractors, consultants or suppliers employed by LREDC on or near
the CONSTRUCTION SITE, so that the WORK as a whole will progress
smoothly and efficiently. The CONTRACTOR warrants that the EXECUTION
PROGRAMME makes allowance for interface management and coordination
with LREDC, other site developers, and any contractors, consultants or
suppliers whether or not employed by LREDC on or near the CONSTRUCTION
SITE that may be expected due to concurrent activities of LREDC and/or such
other LREDC contractors. Any failure by the CONTRACTOR to take account of
such interface management and coordination which may affect the WORK shall
not relieve the CONTRACTOR from its obligations under the CONTRACT, and
shall not serve as the basis for a claim in respect of additional compensation or
(and/or SECTION(s), if applicable) afterwards.
2.27 The CONTRACTOR shall act as an independent contractor with respect to

the performance of the CONTRACTOR's obligations. Neither the
CONTRACTOR, nor any SUBCONTRACTOR or any CONTRACTOR
PERSONNEL shall be deemed to be an agent or an employee of LREDC in
the performance of the CONTRACTOR's obligations.
2.28 None of the CONTRACTOR warranties set out in this CONTRACT shall be
interpreted as limiting any other.
ARTICLE 3 - CONTRACTOR PERSONNEL, MATERIALS AND EQUIPMENT
3.1 The CONTRACTOR warrants that it has the experience and capability
including sufficient and competent supervisors and other personnel to
efficiently and expeditiously perform the WORK. CONTRACTOR further
warrants that it shall continuously provide such personnel and shall ensure
that KEY CONTRACTOR PERSONNEL are not replaced or removed without
the APPROVAL of LREDC to a suitable successor. In order to ensure that
continuity of the WORK is maintained, any APPROVED replacement shall
work alongside the person who is to be replaced for a reasonable handover
period, at no cost or schedule impact to LREDC. The CONTRACTOR shall
exert all reasonable efforts to perform the WORK with its own permanent
employees in preference over agency personnel.
3.2 The CONTRACTOR warrants that all CONTRACTOR PERSONNEL have

sufficient qualifications, experience and training to perform their tasks safely,
competently, and efficiently. The CONTRACTOR shall also ensure that the
qualifications and experience levels of all CONTRACTOR PERSONNEL meet
or exceed any particular minimum standards or other requirements that are
specified by LREDC. The CONTRACTOR shall supply LREDC with evidence
of the qualifications, training, and experience of CONTRACTOR
PERSONNEL, if required to do so by LREDC. If required to do so by LREDC

and prior to the start of the WORK, the CONTRACTOR shall arrange for KEY
CONTRACTOR PERSONNEL to be interviewed by LREDC for APPROVAL.
3.3 The CONTRACTOR shall ensure that superintendence of the WORK at all
stages is undertaken by a sufficient number of qualified CONTRACTOR
PERSONNEL who will liaise with their LREDC and third party peers and
contacts in a co-operative manner. The CONTRACTOR shall ensure that
KEY CONTRACTOR PERSONNEL have a good working knowledge of the
English language and full knowledge of the operations to be carried out, the
methods and means to be used and the hazards likely to be encountered and
methods and means of preventing accidents.
3.4 LREDC may notify the CONTRACTOR to remove from the WORKSITE any
CONTRACTOR PERSONNEL provided only that such right is not exercised
unreasonably. The person shall be removed forthwith at the expense of the
CONTRACTOR and shall not be engaged on the WORK again or on any
other work of LREDC without prior APPROVAL. Unless directed by LREDC to
the contrary, persons who have been removed from the WORK shall
immediately be replaced by other suitably qualified persons acceptable to
LREDC.
3.5 The CONTRACTOR shall maintain good industrial relations with all personnel
during the CONTRACT period. The CONTRACTOR shall pay rates of wages,
and observe conditions of labour which are in full compliance with applicable
laws. Where no rates or conditions are specified in the applicable laws, the
CONTRACTOR shall pay rates of wages and observe conditions which are
not lower than the general level of wages and conditions observed locally by
employers whose trade is similar to that of the CONTRACTOR. Unless
otherwise provided for in this CONTRACT, the CONTRACTOR shall, at its
own cost, provide or arrange all travel, local transport, accommodation and
food for CONTRACTOR PERSONNEL.
3.6 The CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL who
have to perform their duties or tasks at CONSTRUCTION SITE are healthy, fit
and suitable in every respect to perform the WORK. The CONTRACTOR
shall also ensure that all such persons understand safety related notices,
verbal instructions, and public address announcements.
3.7 The CONTRACTOR shall always be fully responsible for the safety, health
and welfare of CONTRACTOR PERSONNEL. In particular, the
CONTRACTOR shall be responsible for, and shall pay for, any and all
requirements of CONTRACTOR PERSONNEL for medical and dental
attention, treatment, examination, care, hospitalization and/or ambulances
and the like. The CONTRACTOR shall provide all CONTRACTOR
PERSONNEL with all necessary personal safety equipment and protective
clothing.
3.8 The CONTRACTOR shall provide LREDC with photocopies of passports,

police clearances and any similar personal security documentation necessary
to obtain LREDC identification cards and passes for CONTRACTOR

PERSONNEL. The CONTRACTOR shall ensure that CONTRACTOR

PERSONNEL carry such identification cards with them at all times when they
are at CONSTRUCTION SITE. The CONTRACTOR shall be responsible for
payment of any fees and/or charges for CONTRACTOR PERSONNEL visas,
sponsorship, work permits, medical examinations, and similar documentation.
The CONTRACTOR shall be responsible for the repatriation (or burial, if
applicable, taking into consideration all cultural and religious customs) of all of
its labor force, who are dedicated for the CONTRACT upon COMPLETION of
the same and shall submit to LREDC all resources evidences and proof along
with the application for the issuance of the COMPLETION CERTIFICATE that
it complied fully with these requirements.
3.9 LREDC requires and the CONTRACTOR shall ensure that all CONSULTANT
PERSONNEL are law abiding, peaceful, and respectful of local and cultural
traditions and practices, and while at the WORKSITE are not under the
influence of any type of alcohol, unlawful drugs/narcotics, or other intoxicating
substances.
3.10 Except for materials, supplies, and equipment provided by LREDC, as may
be listed in Appendix A, the CONTRACTOR shall provide all services,
materials, equipment, plant, appropriate tools, machinery, transportation, and
facilities including consumables and all other things, whether of a temporary
or permanent nature, so far as the necessity for providing the same is
specified in or is reasonably to be inferred from the CONTRACT. The
CONTRACTOR shall be responsible for receiving, loading, unloading,
transporting, warehousing, preserving and maintaining same, and the
CONTRACTOR shall indemnify and hold LREDC harmless against and from
all damages, losses and expenses (including legal fees and expenses)
resulting therefrom.
3.11 The CONTRACTOR shall be responsible for all CONTRACTOR’s equipment.

When brought on to the CONSTRUCTION SITE, the CONTRACTOR’s
equipment shall be deemed to be exclusively intended for the execution of the
WORK. The CONTRACTOR shall not remove from the CONSTRUCTION
SITE any major items of the CONTRACTOR’s equipment without LREDC’s
APPROVAL.
3.12 Materials and equipment or parts thereof provided by the CONTRACTOR for
inclusion in the FACILITY shall be new, in accordance with the TECHNICAL
INFORMATION and other requirements of the CONTRACT and where
designed by the CONTRACTOR fit for their intended purpose as defined in
the CONTRACT, of best quality and workmanship, suitable for the safe and
efficient performance of the WORK and fully compliant with any safety related
restrictions that LREDC may impose in existing facilities. Such materials and
plant shall be subject to inspection and APPROVAL from time to time by
LREDC. The CONTRACTOR shall submit samples of all plant and materials
as specified in the CONTRACT, including manufacturer’s standard samples,
and relevant information to LREDC for APPROVAL prior to using the
materials in or for the WORK. Any such materials or plant of the
CONTRACTOR which is rejected by LREDC as not conforming to the

foregoing, shall be promptly removed by the CONTRACTOR and replaced

with materials or plant acceptable to LREDC without additional cost to
LREDC and with no entitlement to an extension to the SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) or any
other claim or relief.
3.13 The CONTRACTOR shall be responsible for all necessary certifications for all
equipment and materials including TEMPORARY FACILITIES to be provided
by the CONTRACTOR. The CONTRACTOR shall supply LREDC with copies
of certificates, specifications, and other evidence of the quality of equipment
or materials provided by the CONTRACTOR. If required by LREDC to do so,
the CONTRACTOR shall also provide certification of TEMPORARY
FACILITIES. The CONTRACTOR shall demonstrate the capabilities of any
equipment prior to using it in the performance of the WORK.
3.14 The CONTRACTOR shall be responsible for the timely provision of all matters
referred to in this Article 3.
3.15 If required by LREDC, the CONTRACTOR shall use all reasonable efforts to
provide prices and/or rates for spare parts and special tools and obtain,
directly or from SUBCONTRACTORS, a firm commitment for the continuous
availability for all necessary and related special tools, spare parts and
maintenance services on the best terms and conditions and at the best prices
obtainable for a duration of two (2) years after the COMPLETION DATE.
Spare parts shall be standard items insofar as possible, and when such is not
possible shall be manufactured sufficiently in advance and in such quantity as
to ensure continual availability for LREDC’s operational requirements.
3.16 The CONTRACTOR shall establish and submit for APPROVAL a detailed list
of recommended spare parts and special tools that the CONTRACTOR and
its SUBCONTRACTORS deem necessary during pre-commissioning,
commissioning and for the first two (2) years of continuous operation,
specifying quantities, unit prices and time of delivery.
3.17 The CONTRACTOR shall give LREDC a right of first refusal to purchase any
surplus items provided by the CONTRACTOR and not included in the
CONTRACT PRICE. The CONTRACTOR shall turn over to LREDC or sell, at
LREDC’s option, any surplus items, including saleable scrap, that were
purchased on a reimbursable basis and remit the proceeds of such sales to
LREDC; provided, however, that the purchasers of and sale prices for such
surplus items shall be subject to APPROVAL.
3.18 The CONTRACTOR in purchasing materials, goods and equipment required

for the WORK, shall abide by and comply, and cause compliance by its
SUBCONTRACTORS with the provisions of Qatar Law No. (6) for the year
1987 concerning priorities given to National Products and Products of
National Origin, provided that the quality and technical specifications of such
material and equipment, and terms of delivery are in accordance with the
CONTRACT.

3.19 The CONTRACTOR shall, when arranging the air-freighting of materials,

goods and equipment required for the WORK and when arranging for the
transportation and travel of all CONTRACTOR PERSONNEL and other
individuals under the supervision of CONTRACTOR, mobilizing to or
demobilizing from the WORKSITE in connection with the WORK, comply with,
and ensure compliance by its SUBCONTRACTORS with the provisions of
Circular No. 2/2013 issued by the Minister of Finance concerning of dealing
with Qatar Airways in the transportation of staff and materials involved in
contracts entered into by government entities. All airway tickets and air freight
vouchers purchased under or in connection with the CONTRACT shall be
issued by and/or through Qatar airways being the national carrier of the State
of Qatar. In the event that the CONTRACTOR has evidence supporting the
fact that compliance with this Article shall result in the CONTRACTOR’s
inability to meet the requirements of the CONTRACT and in particular the
CONTRACT EXECUTION PLAN, the CONTRACTOR shall present full
supporting evidence to LREDC and consult with LREDC to resolve any issues
prior to submitting its final EXECUTION PROGRAMME.
ARTICLE 4 - EXECUTION PROGRAMME, DELAY AND LIQUIDATED DAMAGES
4.1 Within twenty eight (28) days, unless a different period of time is specified in
Appendix F, from the EFFECTIVE DATE, the CONTRACTOR shall prepare
and submit for review by LREDC a document, which shall be based on and
consistent with the CONTRACT EXECUTION PLAN (including the
SCHEDULED COMPLETION DATE of the WORK (and/or SECTION(s), if
applicable)) and the guidelines provided in Appendices E and F. This
document shall become the EXECUTION PROGRAMME where it complies
with the requirements of the CONTRACT and when APPROVED by LREDC.
Notwithstanding any provision to the contrary and/or Appendix B, LREDC
shall not be required to make any interim payments until a mutually agreed
EXECUTION PROGRAMME is in place which complies with the requirements
of the CONTRACT and that is APPROVED by LREDC. Failure to provide an
EXECUTION PROGRAMME meeting the requirements of this CONTRACT
shall be considered a breach of this CONTRACT. In addition to all other
remedies available to LREDC, LREDC shall be entitled to withhold ten
percent (10%) from any payment which would otherwise be due until such
time such compliant document has been submitted and APPROVED.
4.2 Whenever required by LREDC, the CONTRACTOR shall submit details of the
arrangements and methods which the CONTRACTOR proposes to adopt for
the execution of the WORK. No significant alteration to these arrangements
and methods shall be made without LREDC’s APPROVAL.
4.3 The CONTRACTOR shall be responsible at all times for scheduling, progress
reporting and forecasting of the progress of the WORK so as to achieve
COMPLETION by the SCHEDULED COMPLETION DATE of the WORK
(and/or SECTION(s), if applicable). The CONTRACTOR shall execute the
WORK strictly in accordance with the EXECUTION PROGRAMME and shall
keep LREDC fully informed of the progress of the WORK. The

CONTRACTOR shall complete the WORK on or before the SCHEDULED

COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) and
shall proceed regularly and diligently in accordance with its obligations
hereunder.
4.4 No work shall be carried out at the CONSTRUCTION SITE on locally

recognized days of rest, or outside the normal working hours stated in the
CONTRACT, unless:
(i) Otherwise stated in the CONTRACT

(ii) LREDC gives its APPROVAL
(iii) The work is unavoidable, or necessary for the protection of life or for
the safety of the WORK and or the CONSTRUCTION SITE, in which
case the CONTRACTOR shall immediately advise LREDC.
4.5 If delay in the performance of the WORK arises for which the CONTRACTOR
is responsible or if performance of the WORK is not in accordance with the
EXECUTION PROGRAMME, the CONTRACTOR shall forthwith prepare a
recovery plan and forward the same in writing giving full details of the
measures it proposes to adopt to expedite the progress of WORK, including
but not limited to working overtime, employing additional personnel and
deploying additional necessary equipment and services, without additional
cost to LREDC for APPROVAL in order to eliminate or mitigate such delay in
the execution and COMPLETION of the WORK (and/or SECTION(s), if
applicable).
4.6 Without prejudice to the obligations of the CONTRACTOR or LREDC's rights

and remedies provided elsewhere under the CONTRACT, the
CONTRACTOR shall, on the request of LREDC, produce a revised document
for the execution of the WORK showing modifications to the EXECUTION
PROGRAMME necessary to complete the WORK (and/or SECTION(s), if
applicable) in accordance with the CONTRACT by the SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable), and
inform LREDC of details of the changes. After review and APPROVAL by
LREDC, the revised document detailing the execution of the WORK (and/or
SECTION(s), if applicable) to achieve COMPLETION on or before the
applicable) shall be the EXECUTION PROGRAMME. There shall be only one
EXECUTION PROGRAMME at any one time.
4.7 The CONTRACTOR may apply, subject to this Sub-Article 4.7, to an

extension of the SCHEDULED COMPLETION DATE of the WORK (and/or
SECTION(s), if applicable) if and to the extent that COMPLETION is or will be
delayed by a cause of delay giving an express entitlement to extension of
time under an Article of the CONTRACT.
If the CONTRACTOR considers itself to be entitled to an extension of the

applicable) based on the above cause, the CONTRACTOR shall give notice
to LREDC in writing in accordance with and subject to Article 8 (in the event

CONTRACTOR considers that an LREDC INSTRUCTION constitutes a

VARIATION), and Article 15A (in the event CONTRACTOR is entitled to issue
a CLAIM NOTICE), and Article 11 (in the event of Force Majeure).
In addition to the requirements under Article 8 (in the event CONTRACTOR

considers that an LREDC INSTRUCTION constitutes a VARIATION), and
Article 15A (in the event CONTRACTOR is entitled to issue a CLAIM
NOTICE), and Article 11 (in the event of Force Majeure), in order for LREDC
to determine the amount of such extension, the CONTRACTOR shall prepare
a "TIME IMPACT ANALYSIS" for adjustment of the SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable). The
"TIME IMPACT ANALYSIS" shall define the extent of adjustment and the basis
therefore in a form acceptable to LREDC and shall include but not be limited to:
(a) identification of activities which will require change;
(b) an analysis of how FLOAT has been used to minimise the additional
time required; and
(c) providing a cause and effect analysis of the factual events relied on
and how this materially affects the critical path of the WORK (and/or
SECTION(s), if applicable).
The "TIME IMPACT ANALYSIS" shall indicate the date(s) that the relevant
event and any extra or additional work occurred (or will occur), the status of
the WORK at that time, and the resultant impact on the Time for
COMPLETION.
When assessing whether there is any entitlement to an extension of the

applicable), LREDC shall have regard to the various different elements of
FLOAT contained in the EXECUTION PROGRAMME. To avoid any doubt,
FLOAT in the EXECUTION PROGRAMME (whether included in the
EXECUTION PROGRAMME or created during the course of the WORKS)
does not belong to the CONTRACTOR. If the CONTRACTOR is entitled to
claim an extension of SCHEDULED COMPLETION DATE of the WORK (and
SECTION(s), if applicable) under this CONTRACT, the CONTRACTOR
acknowledges and agrees that it shall only be entitled to an actual extension
of SCHEDULED COMPLETION DATE where and to the extent that the event
which entitles the CONTRACTOR to claim an extension of the SCHEDULED
COMPLETION DATE reduces the FLOAT in the affected activities to be
below zero at the relevant time.
4.8 Subject to due compliance by the CONTRACTOR with Sub-Article 4.7,

LREDC shall as soon as reasonably practicable, following the procedure
outlined in Article 8.3, make a determination as to whether to issue a
CONTRACT VARIATION FORM or a LREDC INSTRUCTION, based on the
following:
(i) the CONTRACTOR shall not be entitled to any extension of time to the
SCHEDULED COMPLETION DATE to the extent that any delay is due to any

breach, neglect or default by the CONTRACTOR, a SUBCONTRACTOR or

any person or entity for whom the CONTRACTOR is responsible in
accordance with the CONTRACT;
(ii) the CONTRACTOR shall have used reasonable efforts consistent with
BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS to
eliminate, mitigate or minimize any delay in attaining COMPLETION of the
WORK; and
(iii) if a number of concurrent events cause a delay (including but not limited
to event(s) caused by LREDC) and one or more of those concurrent events
constitute(s) a cause that is/are attributable to the CONTRACTOR and
does/do not entitle the CONTRACTOR to apply for an extension of time under
Sub-Article 4.7, then, to the extent that delay is caused by the other
concurrent event(s), the CONTRACTOR shall be entitled to apply for an
(and/or SECTION(s), as applicable) only, but shall not be entitled to apply
for any additional cost, loss of profit, and/or overhead.
4.9 In the event that the CONTRACTOR;
a) fails to complete any “SECTION” of the WORK identified by LREDC in

Appendix A, on or before the date specified for COMPLETION of such
SECTION as set forth in the CONTRACT; and/or
a) fails to achieve COMPLETION on or before the SCHEDULED
COMPLETION DATE.
The CONTRACTOR shall be liable to LREDC for agreed compensation for

such delay(s) (“LIQUIDATED DAMAGES”) in accordance with the provisions
of this Article and the amount of such LIQUIDATED DAMAGES shall be
calculated in accordance with Appendix B.
4.10 All amounts of LIQUIDATED DAMAGES for which the CONTRACTOR may
become liable under Sub-Article 4.9 are agreed between the PARTIES as a
genuine pre-estimate of delay damages which may be sustained by LREDC
should the events described in Sub-Article 4.9 above occur and are not a
penalty. For the avoidance of doubt, the accrual of LIQUIDATED DAMAGES
for delays shall not in any way restrict LREDC’s rights to recourse against
CONTRACTOR in respect to any non-delay events such as CONTRACTOR
malperformance, breaches or defaults, resulting in losses and/or damages.
ARTICLE 5 – INSPECTION, COMPLETION AND ACCEPTANCE
5.1 The CONTRACTOR shall make available for LREDC’s inspection at all
reasonable times all documents relevant to the performance of the
CONTRACTOR's obligations including but not limited to schedules, drawings,
reports, invoices, data, receipts, and recommendations. All such documents
shall be made available to LREDC at any reasonable location specified by
LREDC and the CONTRACTOR shall provide a copy for LREDC’s retention
of any and all such documents specified by LREDC at no charge to LREDC.
Subject to Article 2, the CONTRACTOR shall submit to LREDC such

documents for review without delaying the performance of the WORK by the
CONTRACTOR.
5.2 In order to confirm that the requirements of the CONTRACT are met, LREDC
shall have the right, but not the obligation, at all times to inspect, test and
examine all technical material, materials, supplies, machinery, plant and
equipment provided and all work or services or documentation relating thereto
performed by the CONTRACTOR or any SUBCONTRACTOR. LREDC shall
also have the right to witness any test of any part of the WORK.
No part of the WORK shall be covered up on the CONSTRUCTION

SITE without the carrying out of any test or inspection of such part
which is required under the CONTRACT.
5.3 The CONTRACTOR shall give LREDC adequate prior notification of any
inspection or tests that the CONTRACT provides are to be witnessed by
LREDC. No part of the WORK shall be covered up without prior notification to
LREDC by the CONTRACTOR. If the CONTRACTOR fails to give adequate
notice of inspection and/or testing in accordance with mutually agreed notice
period and thereafter the inspected and/or tested part of the WORK is closed
or covered then, if required by LREDC, that part of the WORK shall be
opened or uncovered for inspection or witnessing of testing and re-closed or
re-covered by the CONTRACTOR and the CONTRACTOR shall bear all cost
and time effect of the outcome of such inspection irrespective of whether or
not the WORK was carried out in accordance with CONTRACT. However, in
case an inspection notice is served by the CONTRACTOR, in accordance
with mutually agreed notice period and LREDC fails to attend such inspection
and subsequently LREDC instructs the CONTRACTOR to reopen that part of
the WORK already covered/closed by the CONTRACTOR, the cost relating to
opening/re-testing/closing that part of the WORK shall be borne by LREDC
and the CONTRACTOR shall be entitled to an extension to the SCHEDULED
COMPLETION DATE of the WORK (or SECTION(s), if applicable)in
accordance with Sub-Article 4.7 if no defect was found during such re-
inspection/testing, however, the CONTRACTOR shall be responsible for all
costs and delays relating to re-testing and repair in case such part of the
WORK was found not to have been performed in accordance with the
CONTRACT.
5.4 LREDC shall have the right to reject or to require re-testing or further
investigation of any part of the WORK, which does not comply with any
requirement or requirements of the CONTRACT, including, but not limited to,
defective or faulty workmanship, services, materials, plant or equipment.
Upon receiving notice of rejection the CONTRACTOR shall immediately
commence to re-perform, repair or replace the defective part of the WORK
and shall carry out such inspections and/or tests on other parts of the WORK
as LREDC may require to ensure that there are no similar parts of the WORK
that fail to comply with the requirements of the CONTRACT.
5.5 The CONTRACTOR shall be responsible for all costs and delays relating to
re-performance, repair, replacement, uncovering, reinstating, testing and

inspection and no postponement or extension of the SCHEDULED

COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) will be
granted in these cases save where expressly referred to in this Article 5.
5.6 Neither failure on the part of LREDC nor its designated inspectors to inspect
the WORK or witness or test or to discover defects nor failure to reject any
part of the WORK performed by the CONTRACTOR or a SUBCONTRACTOR
which is not in accordance with the CONTRACT shall relieve the
CONTRACTOR from any liability or obligation under the CONTRACT.
5.7 Without prejudice to LREDC’s right to issue COMPLETION CERTIFICATE(s)

on LREDC’s own initiative, when the CONTRACTOR considers that
COMPLETION of the WORK (and/or SECTION(s), if applicable) has been
achieved in accordance with the CONTRACT, including (i) achieving the
passing of any tests as required by the CONTRACT and (ii) submission of all
As-Built-Drawings and Operation and Maintenance Manuals and (iii)
completing all work which is stated in the CONTRACT as being required for
the WORK to be considered to be completed, the CONTRACTOR shall notify
LREDC accordingly. LREDC shall proceed forthwith to determine whether the
WORK has been performed and completed in accordance with the
CONTRACT, and within thirty five (35) days of receipt of the above
notification from the CONTRACTOR, LREDC shall either:
i. satisfy itself that the CONTRACTOR has achieved COMPLETION of

the WORK (and/or SECTION(s), if applicable) and accordingly issue
to the CONTRACTOR a COMPLETION CERTIFICATE in the form set
forth in Appendix F; or
ii. notify the CONTRACTOR that LREDC has found COMPLETION of

the WORK (and/or SECTION(s), if applicable) have not been achieved
in accordance with the CONTRACT. This notice shall detail the
specific nature of the defect in performance and the Article or
Appendix of the CONTRACT that contains the obligation of the
CONTRACTOR that the CONTRACTOR has failed to meet. The
CONTRACTOR shall take immediately all actions necessary to
remedy the defect so as to enable LREDC to issue to the
CONTRACTOR the COMPLETION CERTIFICATE(s) without
additional cost to LREDC.
5.8 LREDC shall have the right to take possession of and use any separate part
of the FACILITY which is completed prior to the SCHEDULED COMPLETION
DATE of the WORK (and/or SECTION(s), if applicable) provided that
possession shall only be deemed to have been taken if LREDC gives notice
to the CONTRACTOR to that effect. In such event, LREDC shall inspect such
separate part and, if accepted by LREDC, LREDC shall issue to the
CONTRACTOR a COMPLETION CERTIFICATE for that separate part.
5.9 The issue of the COMPLETION CERTIFICATE(s) by LREDC shall neither

relieve LREDC nor the CONTRACTOR from any obligations or liabilities
under the provisions of the CONTRACT or at law.

5.10 If possession of any part of the FACILITY is taken over by LREDC under Sub-
Article 5.8 prior to the SCHEDULED COMPLETION DATE for which
LIQUIDATED DAMAGES are expressed to apply to the whole and not such
part of the WORK (and/or SECTION, if applicable), then the relevant
LIQUIDATED DAMAGES shall be reduced pro-rata to the value that the part
of the FACILITY being taken over has to the value of the whole of the WORK
(and/or SECTION, if applicable).
5.11 Where LREDC, in its sole discretion, considers that certain items of the
WORK may be left to be completed subsequent to the COMPLETION DATE
of the WORK (and/or SECTION(s), if applicable), such items shall be
identified and the CONTRACTOR shall undertake to and be responsible for
completing such items of the WORK by the time specified by LREDC.
5.12 Prior to the issuance of COMPLETION CERTIFICATE(s), the CONTRACTOR

shall clear away and remove, from that part of the CONSTRUCTION SITE (or
any part thereof) to which the COMPLETION CERTIFICATE(s) refers, all the
CONTRACTOR’s equipment, surplus material, wreckage, rubbish and
TEMPORARY WORK. The CONTRACTOR shall leave that part of the
CONSTRUCTION SITE and the WORK in a clean and safe condition. Where
the CONTRACTOR is granted permission by LREDC to postpone the
disposal of such items until after the issuance of the COMPLETION
CERTIFICATE(s), the CONTRACTOR shall dispose of such items by the date
specified by LREDC otherwise LREDC, without prejudice to any other
remedies or rights available to LREDC under the CONTRACT or at law, shall
have the right to sell or otherwise dispose of any such remaining items and to
recover from the CONTRACTOR all costs incurred in connection with, or
attributable to, such sale or disposal and restoration of the CONSTRUCTION
SITE. However, the CONTRACTOR may retain at the CONSTRUCTION
SITE, subject to APPROVAL, during the GUARANTEE PERIOD, such
equipment or materials as are required for the CONTRACTOR to fulfill
obligations under the CONTRACT.
ARTICLE 6 - GUARANTEES AND BONDS
6.1 Without limiting its obligations or the rights and remedies available to LREDC
at law, the CONTRACTOR undertakes that the WORK (i) shall be free from
errors, defects or failures and that (ii) the CONTRACTOR shall be responsible
for remedying any errors, defects, failures or damages if any in the WORK,
until the later date of:
i. The period of one (1) year from the COMPLETION DATE (the
"GUARANTEE PERIOD"); or
ii. In the event that any part of the WORK is re-performed, rectified or
replaced by the CONTRACTOR under the provisions of this Sub-
Article 6.1, the GUARANTEE PERIOD for that part of the WORK shall
be extended for an additional twelve (12) months from the date that
the re-performance, rectification or replacement has been

satisfactorily completed in accordance with the CONTRACT and has

been free from errors, defects and failures.
6.2 In the event LREDC discovers any errors, defects, failure or damages in the
WORK during the GUARANTEE PERIOD, LREDC shall endeavor to notify
the CONTRACTOR as soon as reasonably practical of such error, defect,
failure or damage. Upon receipt of such notification from LREDC, the
CONTRACTOR shall immediately rectify or at the option of LREDC, replace
or re-perform any defective or damaged work, and carry out all associated
work such as uncovering, removal, procurement, reinstallation, re-preparation
and presentation of reports. The cost of any work shall be borne by the
CONTRACTOR if and to the extent that the error, defect, failure or damage is
attributable to (i) plant, materials, equipment or workmanship not being in
accordance with the CONTRACT, (ii) improper operation or maintenance
which was attributable to matters for which the CONTRACTOR is
responsible, or (Iii) a failure by the CONTRACTOR to perform any obligation.
If any to the extent the error, defect, failure or damage is wholly attributable to
any other cause, as may be evidenced and substantiated by the
CONTRACTOR, the CONTRACTOR shall as soon as practicable serve
notice of the same and LREDC shall make a determination as to whether or
not it shall sign a CONTRACT VARIATION FORM or issue an LREDC
INSTRUCTION on the same.
6.3 In the event the CONTRACTOR does not attend to the defects, errors,
failures or damage within the time prescribed by LREDC or delays in the
remedial work, LREDC shall have the right to have the defects rectified by
third parties and shall be entitled to offset from payments due to the
CONTRACTOR, or to recover from the CONTRACTOR all costs it incurred in
correcting such defects.
6.4 LREDC’s rights and remedies provided under this Article are without
prejudice to LREDC’s other rights or remedies under the CONTRACT or at
law, including but not limited to recourse against the CONTRACTOR for its
decennial liability.
6.5 Unless otherwise agreed by LREDC, the CONTRACTOR shall have provided
LREDC with a valid Parent Company Guarantee in the form attached to
Appendix F. Additionally, within fourteen (14) days from the EFFECTIVE
DATE, the CONTRACTOR shall provide LREDC with a performance security
in the form of an unconditional and irrevocable Performance Bank Guarantee
payable on first demand of LREDC as additional security pertaining to
performance of the CONTRACTOR’s obligations under the CONTRACT (
“Performance Bank Guarantee”). Cash, cheques, insurance policies, bank
guarantees issued in respect of other contracts and/or other forms of security
will not be accepted in lieu of the required Performance Bank Guarantee.
6.6 The Performance Bank Guarantee shall be provided or endorsed by a bank

operating in Qatar, shall be in the specific form set out in Appendix F, and
shall be valid until the issuance of DISCHARGE CERTIFICATE. If the terms
of Performance Bank Guarantee specify its expiry date, the Contractor shall

extend the validity of the Performance Bank Guarantee until the issuance of
the DISCHARGE CERTIFICATE.
6.7 The amount of the Performance Bank Guarantee shall be ten percent (10%)
of the CONTRACT PRICE. Should there be any change in the CONTRACT
PRICE and/or the SCHEDULED COMPLETION DATE as determined by
LREDC from time to time and in accordance with the CONTRACT, the
CONTRACTOR shall adjust the value and/or the validity of the Performance
Bank Guarantee accordingly.
6.8 LREDC shall be entitled to demand payment under such Performance Bank
Guarantee at any time the CONTRACTOR fails to perform any of its
obligations under this CONTRACT.
6.9 Notwithstanding any provision in this CONTRACT to the contrary, LREDC

shall not be obliged to make any payment to the CONTRACTOR until the
CONTRACTOR has delivered to LREDC such Performance Bank Guarantee
in accordance with the format provided at Appendix F and all the
requirements of this Article 6. Should the CONTRACTOR fail to provide such
satisfactory Performance Bank Guarantee within fourteen (14) days from the
EFFECTIVE DATE or to maintain it thereafter as required under the
CONTRACT, the CONTRACTOR shall be in breach of the CONTRACT and
LREDC shall have the right at any time, without prior notification and without
any liability whatsoever, to call on any provisional Bank Guarantee or other
security submitted by the CONTRACTOR whether or not in connection with
the CONTRACT , and suspend and/or terminate the CONTRACT in which
case the provisions set out at Article 12 shall apply. Should such Performance
Bank Guarantee prove to be unenforceable, at any time and for any reason,
then LREDC shall be entitled to suspend any and all payments to the
CONTRACTOR until the CONTRACTOR has provided LREDC with a new
and satisfactory Performance Bank Guarantee.
6.10 Within thirty five (35) days from the date of receipt by LREDC of a Statement
of Final Account, in the APPROVED amount, and in the form shown in
Appendix F, from the CONTRACTOR, LREDC shall issue to the
CONTRACTOR a DISCHARGE CERTIFICATE in the form shown in
Appendix F. Upon the issuance of the DISCHARGE CERTIFICATE, the
PARTIES shall be considered as having fulfilled all their obligations under the
CONTRACT subject only to the provisions of Sub-Article 18.1 and any
requirements under Qatari Law.
6.11 Without prejudice to Sub-Article 6.10 above, LREDC at its sole discretion may
issue a separate DISCHARGE CERTIFICATE in respect of any separately
defined SECTION of the WORK to which a specified GUARANTEE PERIOD
is set forth in Appendix A.
ARTICLE 7 - REMUNERATION
7.1 As full compensation for performance and COMPLETION of the WORK,

LREDC shall pay or cause to be paid to the CONTRACTOR the CONTRACT

PRICE in accordance with the provisions of this CONTRACT at the times and
in the manner specified in Appendix B. The CONTRACT PRICE is computed
as set forth in Appendix B.
7.2 The CONTRACT PRICE shall not be subject to escalation; nor shall it be
increased as a result of any increase in the CONTRACTOR’s costs or
adjusted for any reason except as specified in Article 8, and/or as expressly
set out in Appendix B. Unless otherwise expressly stated in Appendix B, the
CONTRACT PRICE is an all-inclusive lump sum price, and includes but is not
limited to all costs, escalations in costs, charges, taxes, duties, and all other
expenses for performing the WORK.
7.3 The CONTRACTOR shall pay all taxes of every nature, dues, levies, excise
duties, fees including but not limited to custom duties, legalization fees,
repatriation fees, and any other charges assessed against it in connection
with the WORK and agrees to protect, indemnify, and hold LREDC harmless
from any and all claims or liability for taxes, dues, fees and charges assessed
or levied by the Government of the State of Qatar or any foreign government
against the CONTRACTOR or in relation to any claims or liability from
CONTRACTOR PERSONNEL. The CONTRACTOR shall give prompt notice
to LREDC on all matters pertaining to non-payment, payment under protest,
or claim for immunity or exemption from any taxes or duties.
7.4 For reimbursable items, if any, the CONTRACTOR shall use and document
its best efforts to obtain and shall credit for the benefit of LREDC all lawful
discounts, rates credits, allowances and refunds which are obtainable from
SUBCONTRACTORS.
7.5 Except where it is expressly provided that LREDC shall carry out an
obligation under the CONTRACT at its own cost, all things required to be
supplied or performed by the CONTRACTOR in relation to execution of the
WORK shall be deemed to be included in the rates and prices set forth in
Appendix B.
7.6 The CONTRACTOR shall submit to LREDC an invoice in duplicate at the

intervals and in a form acceptable to LREDC showing in detail the amounts to
which the CONTRACTOR considers itself to be entitled together with all
supporting documents.
7.7 Any invoice issued by the CONTRACTOR shall set out the following items: (i)
the amount due to the CONTRACTOR for the WORK performed calculated in
accordance with Appendix B, (ii) any other amount due to the CONTRACTOR
in accordance with the provisions of the CONTRACT, (iii) if prior to the
COMPLETION DATE a deduction for retention money of ten percent (10%)
from the amount otherwise due to the CONTRACTOR and the CONTRACTOR
shall invoice for such retention money as follows:
i. fifty percent (50%) within thirty five (35) days after the issue of the
COMPLETION CERTIFICATE for the WORK or at the sole discretion
of LREDC, a proportional amount for individual COMPLETION

CERTIFICATES if separate certificates of completion have been

issued in respect of parts of the FACILITY in accordance with Sub-
Article 5.8;
ii. the remaining retention money at the end of the GUARANTEE

PERIOD determined in accordance with Article 6, provided that all
WORK has been completed.
7.8 Each invoice shall quote the CONTRACT Reference Number and Title.
Invoices shall be addressed and forwarded to the address shown in Appendix
B.
7.9 Within fifty six (56) days from receipt by LREDC of a correctly prepared and
adequately supported invoice or, in event that the fifty sixth (56th) day falls on
a weekend or public holiday, on the immediately succeeding working day in
Qatar, LREDC shall pay the undisputed amount of such invoice to the bank
account nominated by the CONTRACTOR. Where the amount is invoiced in a
foreign currency and Appendix B allows for this, the amount paid by LREDC
shall be in that foreign currency.
7.10 The CONTRACTOR shall ensure that LREDC has the correct banking
information of the CONTRACTOR in order to make a bank transfer. The
CONTRACTOR assumes the entire risk for incorrect bank transfers arising
from incorrect banking information provided by the CONTRACTOR. Any
requested change to the nominated bank, including account information must
be submitted in writing by the CONTRACTOR and accompanied by either a
Clearance Certificate or a No Liability Certificate or a No Objection Certificate
from its nominated bank.
7.11 If LREDC disputes any items on any invoice in whole or in part or if the invoice
is prepared or submitted incorrectly in any respect, LREDC
REPRESENTATIVE shall notify the CONTRACTOR in writing within twenty one
(21) days of receipt of the invoice, stating the reason LREDC disputes the
amount invoiced. LREDC shall pay the undisputed part of any invoice within the
period stated in Sub-Article 7.9 above. For the disputed part, the
CONTRACTOR shall make the appropriate corrections or changes and
resubmit such invoiced amounts to LREDC together with the subsequent
invoice. If any other dispute connected with the CONTRACT exists between the
PARTIES, LREDC may notify the CONTRACTOR and withhold from any
money which becomes payable either (i) the equivalent of LREDC's estimated
values of the portion of the WORK which is under dispute or, (ii) the amount
which is the subject of the dispute. On settlement of any dispute, the
CONTRACTOR shall submit an invoice for sums agreed for payment and
LREDC shall make the appropriate payment in accordance with the provisions
of Sub-Article 7.9 above.
7.12 LREDC shall have the right to withhold from any payment due to the
CONTRACTOR such amount of money as may be required to be withheld by
the Qatari authorities. LREDC shall at the reasonable request of the

CONTRACTOR, provide the CONTRACTOR with an accounting of the sums

withheld and paid by LREDC on behalf of the CONTRACTOR.
7.13 Neither the presentation, nor payment or non-payment of an individual invoice

shall constitute a settlement of a dispute, an accord, satisfaction, a remedy of
account stated, or otherwise waive or affect the rights of LREDC hereunder.
The CONTRACTOR agrees that no payment made under the CONTRACT
shall be evidence of the performance of the CONTRACT, either wholly or in
part, and that no payment shall be construed to be an acceptance of the
WORK.
7.14 Notwithstanding anything to the contrary in this CONTRACT, LREDC shall

not be liable to pay any interest on any delayed payments.
7.15 In the event LREDC has failed by the expiry of the period of time specified in
Sub-Article 7.9 hereinabove to settle payment against correctly prepared,
adequately supported and undisputed invoice(s) the value or cumulative
value of which exceeds the amount equal to 200% of the “Monthly Average
Payment”, the CONTRACTOR shall have the right to issue a written notice
('Payment Delay Notice') to LREDC of such delay. “Monthly Average
Payment” for purposes of this Sub-Article 7.15 means the CONTRACT
PRICE divided by the original CONTRACT duration (measured in calendar
months).
7.16 If LREDC fails to effect payment within a period of thirty five (35) days from
the receipt of the Payment Delay Notice, the CONTRACTOR shall,
notwithstanding Sub-Article 16.11 have the right to suspend the WORK and
shall be entitled to reimbursement for those costs incurred during the
suspension period which are attributable solely to the suspension, and
are reasonable, unavoidable, and properly incurred costs of the
CONTRACTOR (including CONTRACTOR PERSONNEL and/or
SUBCONTRACTORS which, with LREDC's prior APPROVAL, are maintained
for the WORK) during the suspension period and fully supported with
documentation as APPROVED by LREDC.
ARTICLE 8 - VARIATIONS
8.1 LREDC shall have the right, at any time, to require any changes in the
WORK such as additions, deletions, substitutions or other alterations or
revisions in the WORK, and to direct the CONTRACTOR to perform such
changes as detailed in an LREDC INSTRUCTION. Any increase or decrease
in the CONTRACT PRICE and/or any modification in the EXECUTION
PROGRAMME resulting from such change shall be evaluated and
determined in accordance with the CONTRACT and the rates and prices
contained in Appendix B.
8.2 If Appendix B does not contain work unit rates which are specifically
applicable to such change, then LREDC shall value the increase or
decrease using fair and reasonable rates and prices. Deletion of
individual items shall not entitle the CONTRACTOR to reimbursement for

loss, overheads, profit or financial compensation for executing a reduced

work scope (including where LREDC engages a third party to perform
the WORK).
8.3 The CONTRACTOR shall not undertake any change until it has received
either (a) a CONTRACT VARIATION FORM; or (b) LREDC INSTRUCTION
from the LREDC REPRESENTATIVE. The CONTRACTOR shall only take
instructions from LREDC’s REPRESENTATIVES.
The CONTRACTOR shall without delay implement any and all LREDC
INSTRUCTION(s) and CONTRACT VARIATION FORM(s). If the
CONTRACTOR considers that a LREDC INSTRUCTION constitutes a
VARIATION and impacts the CONTRACT PRICE and/or it shall result in a
delay to the SCHEDULED COMPLETION DATE, the CONTRACTOR shall
notify LREDC in writing as soon as practicable, but in any event within seven
(7) days from the date of such LREDC INSTRUCTION, that the
CONTRACTOR considers that an LREDC INSTRUCTION constitutes a
VARIATION and must specify the provisions in the CONTRACT under which
the CONTRACTOR considers itself entitled for additional compensation
and/or extension of the SCHEDULED COMPLETION DATE. The
CONTRACTOR shall as soon as practicable, but in any event within forty two
(42) days from its notice, furnish to LREDC a detailed justification and
estimate of any impact on the CONTRACT PRICE (in the event the
CONTRACTOR seeks additional compensation), and a TIME IMPACT
ANALYSIS justifying any request for extension to the SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION, if applicable) and
evidencing the impact on the critical path, if an extension to the SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION, if applicable) is being
sought. If LREDC agrees with the CONTRACTOR’s notification, LREDC
shall issue a CONTRACT VARIATION FORM. If LREDC does not agree with
the CONTRACTOR’s justifications, LREDC may proceed in accordance with
the below, as may be applicable, however, if LREDC rejects the
CONTRACTOR’s notification in principle, the PARTIES shall proceed in
accordance with the provisions of Article 16.
LREDC may proceed as follows:
(i) LREDC shall issue a fair and reasonable determination as to the

adjustment of the CONTRACT PRICE and/or extension of the
SCHEDULE COMPLETION DATE in an INTERIM CONTRACT
VARIATION FORM.
(ii) LREDC’s determination will only be based on the part which has been
substantiated by the CONTRACTOR in accordance with the
requirements of this CONTRACT.
(iii) The CONTRACTOR shall be entitled for payment up to the value of

INTERIM CONTRACT VARIATION FORM by signing and returning
the same until a CONTRACT VARIATION FORM is issued.

(iv) If within a period of sixty (60) days after the issuance of the relevant
INTERIM CONTRACT VARIATION FORM by LREDC, the PARTIES
are still in disagreement regarding the total cost impact, the aggrieved
PARTY may proceed in accordance with Article 16.
8.4 No instruction, comment, decision, act, APPROVAL or disapproval by LREDC

which is made to ensure compliance by the CONTRACTOR with the
CONTRACT, to correct errors, omissions or other failures of the
CONTRACTOR shall constitute a VARIATION.
8.5 Adjustment evaluated by the CONTRACTOR related to any changes

instructed pursuant to this Article 8 and issued by LREDC on the CONTRACT
VARIATION FORM shall be deemed to take into account the full and final
effects of such change upon any and all aspects of the CONTRACT and to
compensate the CONTRACTOR fully in respect thereof. The CONTRACTOR
hereby agrees to make no further claim for any other impacts of such change
in the WORK, whether directly or indirectly resulting therefrom.
8.6 A VARIATION shall not affect the rights and obligations of the PARTIES
except as expressly provided in the relevant CONTRACT VARIATION FORM
and under this CONTRACT. All VARIATIONS shall be governed by all
provisions of the CONTRACT. Notwithstanding any other provision of this
Article 8, the CONTRACTOR shall not be entitled to an increase in the
CONTRACT PRICE or an extension to the SCHEDULED COMPLETION
DATE if the VARIATION was required as a result of a breach, neglect or
default by the CONTRACTOR or any person for whom the CONTRACTOR is
responsible in accordance with the CONTRACT
8.7 The CONTRACTOR may, at any time, submit to LREDC a written proposal
which (in the CONTRACTOR's opinion) will, if adopted, (i) accelerate
COMPLETION, (ii) reduce the cost to LREDC of executing, maintaining or
operating the WORK and/or the FACILITY, (iii) improve the efficiency or value
to LREDC of the completed WORK and/or the FACILITY, and/or (iv)
otherwise be of benefit to LREDC. The proposal shall be prepared at the cost
of the CONTRACTOR and LREDC may, at its discretion, APPROVE or reject
any such proposal. If a proposal, which is APPROVED, includes a change in
the design of part of the WORK, then unless otherwise agreed by both
PARTIES:
(i) The CONTRACTOR shall design this part,
(ii) Sub-Paragraphs (i) through (IV) of Sub-Article 2.13 shall apply; and
(ii) if this change in design results in a reduction and a saving in the

construction and/or other cost of carrying out the WORK ("Cost
Saving") such that the CONTRACT PRICE will be reduced, LREDC
shall issue a VARIATION reducing the CONTRACT PRICE by seventy
percent (70%) of the actual Cost Saving and the CONTRACTOR shall
be entitled for the remaining thirty percent (30%) of the actual Cost
Saving as fee for the CONTRACTOR's proposal to be paid as part of

the CONTRACTOR’s final invoice. Implementation of such

VARIATION shall not reduce the quality, anticipated life,
maintainability or operational efficiency of the FACILITY or otherwise
derogate from the CONTRACTOR's obligations under the CONTRACT
in any manner.
ARTICLE 9 – LREDC PROVIDED MATERIALS, PLANT AND EQUIPMENT
9.1 LREDC at its own cost shall provide the items of materials, plant equipment,
services and facilities specified in Appendix A. The CONTRACTOR shall be
responsible for receiving from LREDC warehouse(s), loading, transporting,
unloading, warehousing, preserving, maintaining, and handling and delivery
to the CONSTRUCTION SITE such items of material plant and equipment.
9.2 The CONTRACTOR shall visually inspect all materials plant and equipment
and check all supporting documentation and notify LREDC of any
discrepancy or damage to the said materials plant and equipment within five
(5) days of receipt. In the absence of such notification, the materials plant
and equipment shall be deemed to have been received in a complete and
undamaged state and the rectification of any discrepancy, if any, shall be for
the account of the CONTRACTOR.
9.3 Except as specifically stated to the contrary in Appendix A, the CONTRACTOR

shall carry out, at the CONTRACTOR’s sole cost and risk, all tests and
inspections on materials and equipment supplied by LREDC. The
CONTRACTOR shall be responsible for providing suitable and safe storage in
accordance with good international practice for materials and equipment
provided by LREDC. The CONTRACTOR shall comply with any particular
storage requirements in the CONTRACT and shall make good any loss,
damage or deterioration which may occur to the materials and equipment while
in the possession or control of the CONTRACTOR, and shall be responsible for
any loss or damage of such material.
9.4 The CONTRACTOR shall notify LREDC of any shortage of or need for
materials, plant and equipment to be supplied by LREDC in sufficient time for
LREDC to furnish said materials, plant or equipment in advance of the
CONTRACTOR's needs. In the event of any defect of LREDC furnished
materials, plant or equipment, the CONTRACTOR shall promptly notify LREDC
of such defect and shall take all reasonable steps to mitigate the effects of such
defect and to continue progress of other portions of the WORK pending
correction of such misfit.
9.5 The CONTRACTOR shall be responsible for the proper use, maintenance, and
security of LREDC material, supplies, facilities, and equipment and shall make
good any loss, damage or deterioration, except for normal wear and tear until
they have been handed over to LREDC.
9.6 The CONTRACTOR shall maintain in a form agreed by LREDC adequate

records for materials and equipment provided by LREDC and provide a

monthly inventory to show the use of all materials and equipment received and
the balance of materials and equipment unused at all times.
9.7 Prior to COMPLETION of the WORK (and/or SECTION(s), if applicable), the

CONTRACTOR shall notify LREDC of all unused or surplus materials or
equipment provided by LREDC. The CONTRACTOR shall, at no additional
cost to LREDC, return such materials or equipment to a LREDC nominated
storage area. The CONTRACTOR shall be responsible for ensuring that all
materials, supplies, facilities, and equipment, which LREDC has instructed the
CONTRACTOR to return to the nominated storage area of LREDC, are
returned in good condition with full supporting documentation.
ARTICLE 10 - ASSIGNMENT AND SUBCONTRACTING
10.1 The CONTRACTOR shall not cede, delegate, make-over, novate, assign, or
transfer in any other way the CONTRACT or any part of it or any benefit or
interest in or under it without the prior written agreement of LREDC which
shall be in the absolute discretion of LREDC. Notwithstanding anything to the
contrary elsewhere in this CONTRACT, LREDC shall have the unrestricted
right to cede, assign, transfer or make-over its rights, interest or benefits and
novate or delegate its obligations and responsibilities under this CONTRACT
in whole or in part to any of LREDC's AFFILIATES and or its lenders
providing finance or refinance in connection with the WORK. Subject to the
foregoing, the provisions of this CONTRACT shall extend to the benefit of and
be binding upon the successors and assignees of the PARTIES.
10.2 The CONTRACTOR shall not SUBCONTRACT the whole of the WORK. The
CONTRACTOR shall not SUBCONTRACT any part of the WORK without the
APPROVAL of LREDC (except for those previously APPROVED
SUBCONTRACTORS listed in Appendix D). The CONTRACTOR shall
ensure that the rights of LREDC and the requirements in the CONTRACT
regarding SUBCONTRACTORS are effectively provided for in any
SUBCONTRACT. In proposing a SUBCONTRACTOR as provided in this
Article 10, the CONTRACTOR shall reasonably ensure that such proposal is
not detrimental to the interests of LREDC.
10.3 Where a SUBCONTRACT is provided for in the CONTRACT or where the

CONTRACTOR wishes to enter into a SUBCONTRACT, then before the
CONTRACTOR enters into any such SUBCONTRACT, LREDC shall be
given adequate opportunity to review the form of the SUBCONTRACT, the
choice of the SUBCONTRACTOR (except for those SUBCONTRACTORS
listed in Appendix D), the part of the WORK which shall be covered under the
SUBCONTRACT, any other details LREDC shall request or specify.
10.4 Where LREDC wishes to nominate a SUBCONTRACTOR (“Nominated

SUBCONTRACTOR”), the CONTRACTOR shall enter into a
SUBCONTRACT with the Nominated SUBCONTRACTOR unless the
CONTRACTOR raises reasonable objection which demonstrates that the

Nominated SUBCONTRACTOR does not have sufficient competence,

resources, or financial strength;
10.5 All representations, warranties and guarantees shall be subject to

APPROVAL of LREDC and shall be so written as to survive all LREDC and
the CONTRACTOR inspections, tests and APPROVALS. The
CONTRACTOR shall be responsible for enforcing the representations,
warranties and guarantees specified herein, at no cost to LREDC. If a
SUBCONTRACTOR has undertaken towards the CONTRACTOR any
continuing obligation extending for a period exceeding that of the
GUARANTEE PERIOD under the CONTRACT, the CONTRACTOR shall,
prior to the end of the GUARANTEE PERIOD, notify LREDC of the continuing
obligation and shall assign to LREDC the benefit of that obligation for its
remaining duration unless otherwise directed by LREDC.
10.6 No SUBCONTRACT shall bind or purport to bind LREDC and each

SUBCONTRACT shall provide for its immediate termination in the event of
termination of all or a relevant part of the WORK, subject to the
CONTRACTOR's right to assign the SUBCONTRACT to LREDC, or
suspension in the event of suspension of all or a relevant part of the WORK.
The CONTRACTOR shall ensure that each SUBCONTRACT shall provide for
the CONTRACTOR’s right to assign the SUBCONTRACT to LREDC or its
nominee in the event that LREDC terminates the CONTRACT or any part of
the WORK and instructs such assignment. Except upon such an assignment
(in which case LREDC shall only be responsible to the SUBCONTRACTOR
and vice versa from the date of assignment), the SUBCONTRACTORS shall
only be responsible to the CONTRACTOR, who shall in turn be responsible to
LREDC.
10.7 The CONTRACTOR shall be responsible for all work, acts, omissions and
defaults of any SUBCONTRACTOR as fully as if they were the work, acts,
omissions or defaults of the CONTRACTOR. The CONTRACTOR shall
release, protect, indemnify, defend and hold harmless LREDC and its
AFFILIATES and its and their officers, employees and agents from all claims,
losses, damages, costs (including legal costs), expenses and liabilities of
every kind and nature resulting therefrom.
10.8 The CONTRACTOR shall not be entitled to any remuneration, commission,

discounts or any other form of allowance on any SUBCONTRACTS unless
provided for specifically under the provisions of the CONTRACT except
insofar as such allowance has already been identified within the CONTRACT
PRICE.
ARTICLE 11 - FORCE MAJEURE
11.1 In this Article 11 and elsewhere in the CONTRACT, an exceptional event or

circumstance which (i) demonstrably could not have been reasonably
foreseen before the EFFECTIVE DATE, (ii) which is demonstrably beyond the
reasonable control the PARTY affected, (iii) which could not reasonably have

been avoided by use of due care, and (iv) which is not substantially
attributable to the other PARTY provided that such occurrence materially and
directly impairs the ability of the affected PARTY to perform its obligations
under the CONTRACT is hereinafter referred to as “Force Majeure”. Force
Majeure events include the following events and other events of similar nature
in the State of Qatar:
i. acts of God;
ii. expropriation, confiscation, requisitioning or commandeering
by or compliance with any oral or written order, directive or
request of any governmental authority or person purporting to
act therefor or under such authority;
iii. war (whether declared or not), act of foreign enemy, hostilities,
acts of terrorism, rebellion, or public disorder;
iv. ionising, radiation or contamination by radioactivity;
v. explosions, fires, floods, earthquakes, or other natural
calamities;
vi. general strikes and industrial disturbances except by the
CONTRACTOR’s and SUBCONTRACTOR’s or any of their
affiliate companies’ work force.
11.2 If during and within a reasonable time after a Force Majeure occurrence,
which caused the CONTRACTOR to suspend or delay performance of the
WORK, the CONTRACTOR has failed to take such action as the
CONTRACTOR could lawfully initiate and with all reasonable efforts to
remove, mitigate, or relieve either the Force Majeure occurrence or its direct
or indirect effects, LREDC may, in its sole discretion and after written notice
to the CONTRACTOR, initiate such measures, including but not limited to, the
hiring of third parties, as are designated to remove, mitigate, or relieve such
Force Majeure occurrence or its direct or indirect effects and back-charge
CONTRACTOR for the same. LREDC may thereafter require the
CONTRACTOR to resume full or partial performance of the WORK. LREDC,
in its sole discretion, may also decide to terminate this CONTRACT in
accordance with the terms of Article 12.
11.3 A delay in or total or partial failure of performance of either PARTY hereto

shall not constitute default, suspension or termination hereunder or serve to
give rise to any claim for damages if and to the extent such delay or failure is
caused by any Force Majeure event. Any Force Majeure delay as defined
herein shall be considered as an excusable delay and shall only entitle the
CONTRACTOR to an extension to the SCHEDULED COMPLETION DATE of
the WORK (and/or SECTION(s), if applicable), for only for so long as the
consequences of the relevant event of Force Majeure calculated upon the
critical path of the EXECUTION PROGRAMME exist and are fully
substantiated by the CONTRACTOR. Neither PARTY shall be entitled to
compensation, for any direct and indirect financial consequences beyond the
provisions of this CONTRACT, as a result thereof. Nothing herein shall alter
any obligation with respect to portions of the WORK not affected by such
Force Majeure.

11.4 If a PARTY is or will be prevented from performing any of its obligations under
the CONTRACT by Force Majeure, the affected PARTY shall give seven (7)
days written notice after occurrence of the event to the other PARTY of the
circumstances constituting the occurrence and of the obligation or
performance which is thereby delayed or prevented.
11.5 If a period of Force Majeure exceeds one hundred and eighty four (184) days,
unless a shorter period is otherwise agreed by the PARTIES, either PARTY
may terminate the CONTRACT upon seven (7) days written notice to the
other PARTY. If the CONTRACT is so terminated, the CONTRACTOR shall
be paid as full and final compensation under the CONTRACT in accordance
with Sub-Article 12.9 below, it being understood that the CONTRACTOR shall
have the obligation to mitigate all such costs.
11.6 LREDC may elect to extend, by written notice to the CONTRACTOR, the
period which must elapse (as referred to in Sub-Article 11.5) before either
PARTY may terminate the CONTRACTOR's engagement under the
CONTRACT in accordance with Sub-Article 11.5, provided that LREDC shall,
in respect of an event of Force Majeure persisting into such extended period,
pay to the CONTRACTOR the costs which are reasonable, unavoidable and
fully supported with documentation cost properly incurred by it as a result of
the extension.
ARTICLE 12 – SUSPENSION AND TERMINATION
12.1 LREDC may at any time suspend performance of all or any part of the WORK
by giving notice of suspension to the CONTRACTOR. Upon receiving any
such notice of suspension, the CONTRACTOR shall promptly suspend further
performance of the WORK to the extent specified. Each individual suspension
may continue for a period of up to ninety one (91) days, unless a longer
period of time is agreed in writing by the PARTIES, after the effective date of
suspension. During such period, LREDC may, request the CONTRACTOR to
resume performance of the WORK and the CONTRACTOR shall thereupon
diligently comply.
12.2 If at the end of the suspension period specified in Sub-Article 12.1 above,
LREDC has not required a resumption of the WORK, the CONTRACTOR
may serve a notice on LREDC requiring permission to proceed forthwith with
the WORK or the part thereof that is subject to suspension. If within fourteen
(14) days LREDC does not grant such permission, the CONTRACTOR, by a
further notice, may, except where a cause of the suspension is something for
which the CONTRACTOR is responsible, elect to treat that portion of the
WORK which has been suspended as if it has been terminated as of the end
of the fourteen (14) day notice period mentioned above for convenience by
LREDC in accordance with the provisions of Sub-Article 12.6A below.
12.3 Subject to Sub-Article 12.5, the CONTRACTOR shall only be entitled to an

extension to the SCHEDULED COMPLETION DATE of the WORK (and/or
SECTION(s), if applicable) under Sub-Article 4.7, and reimbursement for

those costs incurred during the suspension period which are attributable
solely to the suspension, and:
(i) are reasonable, unavoidable, and properly incurred costs of the

CONTRACTOR (including CONTRACTOR PERSONNEL and/or
SUBCONTRACTORS which, with LREDC's prior APPROVAL, are
maintained for the WORK) during the suspension period and fully
supported with documentation as APPROVED by LREDC.
12.4 During the suspension period, the CONTRACTOR shall be responsible for
safeguarding and protecting the WORK and the CONSTRUCTION SITE and
all materials, supplies, facilities, and equipment in the CONTRACTOR’s
possession and custody for the performance of the WORK.
12.5 If suspension results from a default on the part of the CONTRACTOR, the
CONTRACTOR shall not be entitled to any additional cost or to an extension
to the SCHEDULED COMPLETION DATE of the WORK (and/or
SECTION(s), if applicable), and any additional costs incurred by LREDC as a
result of such suspension shall be recoverable by LREDC from the
CONTRACTOR.
12.6 LREDC shall have the right, to terminate the CONTRACT in any of the
following events:
(i) at the convenience and sole discretion of LREDC, and at such time or
times as LREDC may require, by giving twenty eight (28) days’
advance notice to the CONTRACTOR;
(ii) forthwith and with immediate effect, without advance notice period,
and without the need for a judgment, if the CONTRACTOR becomes
bankrupt or makes a composition or arrangement with its creditors or
if a winding-up order of the CONTRACTOR is made or (except for the
purposes of amalgamation or reconstruction) a resolution for its
voluntary winding-up passed or a provisional liquidator, receiver,
administrator or manager of its business or undertaking is appointed
or takes or suffers any other analogous action under applicable laws,
or if the CONTRACTOR, any CONTRACTOR PERSONNEL;
(iii) forthwith and with immediate effect, without any advance notice
period, and without the need for a judgment, if the CONTRACTOR or
any SUBCONTRACTOR is in Conflict of Interest as defined in Article
17 below or gives or offers to give directly or indirectly any bribe, gift,
gratuity, commission or other thing of value as an inducement or
reward to influence or to favour or disfavour any person or entity in
relation to the CONTRACT; or
(iv) forthwith and with immediate effect, without need for any advance
notice period or a judgment, if any stated maximum LIQUIDATED
DAMAGES in Appendix B has been reached.
12.7 LREDC shall have the right to terminate:
i. the CONTRACT or;
ii. any part of the WORK,
in the event of a default on the part of the CONTRACTOR, in which case and
before the issue by LREDC of a notice of termination, LREDC shall give
notice of default to the CONTRACTOR giving the details of such default. If the
CONTRACTOR upon receipt of such notice does not remedy such default
within fourteen (14) days, the this CONTRACT or the relevant part of the
WORK, as the case may be, shall be deemed automatically terminated
without the need for a further notice or a court judgement ..
12.8 In the event of LREDC giving the CONTRACTOR notice of termination of all
or any part of the WORK, such notice shall become effective on the date
specified therein (or in the absence of any specified date at the date of receipt
of the notice), whereupon the CONTRACTOR shall immediately and in an
orderly manner:
(i) cease performance of the WORK or such part thereof as may be
specified in the notice;
(ii) allow LREDC or its nominee full right of access to the
CONSTRUCTION SITE to remove and/or take over the WORK or the
relevant part of the WORK so far completed together with all
materials, supplies, facilities, and equipment. LREDC shall have the
right to complete the WORK or the relevant part of the WORK (using
such materials and equipment) by other contractors;
(iii) if instructed by LREDC, assign to LREDC, or its nominee, all or the
relevant part of the rights, in the SUBCONTRACTS relating to the
WORK which the CONTRACTOR may have acquired or entered into;
and
(iv) remove all CONTRACTOR PERSONNEL, the equipment and
materials, other than that required under Sub-Article 12.8.ii, of the
CONTRACTOR from the immediate area in which the WORK is being
performed unless otherwise instructed by LREDC.
12.8 Within twenty eight (28) days of the effective date of termination, the
CONTRACTOR shall deliver to LREDC all the TECHNICAL INFORMATION,
and originals, copies and reproductions of all drawings, specifications,
requisitions, calculations, programme listings, erection plans, schedules,
software and all other data or documents prepared by the CONTRACTOR or
any SUBCONTRACTOR in respect of the WORK or the terminated part of the
WORK.
12.9 In the event of termination under Sub-Article 12.6.i above, the
CONTRACTOR's entitlement to payment shall be limited to the amount
calculated in accordance with Appendix B and shall comprise the following
amounts:
(i) payment for the part of the WORK already satisfactorily performed in
accordance with the CONTRACT; and
(ii) payment of reasonable costs/expenses for: (a) materials and
equipment already mobilized and/or (b) works and services already
commenced by the CONTRACTOR or SUBCONTRACTORS for
which cancellation cannot be made or can be made upon payment of
cancellation fees, against documented proof.
However, the CONTRACTOR shall not be entitled to reimbursement of any

loss or alleged loss of overheads or profit or to further financial

indemnification as a result of the termination.
12.10 In the event of termination in accordance with Sub-Articles 12.6.ii, 12.6.iii,

12.6.iv or 12.7.i, the CONTRACTOR shall not be entitled to receive any
further payment until the WORK is completed by LREDC and until the costs
of design, execution, completion and remedying of any defects, damages for
delaying completion (if any), and all other costs and losses incurred by
LREDC have been established by LREDC. LREDC may recover from the
CONTRACTOR all such losses or damages incurred by LREDC and any
extra costs for completing the WORK. LREDC shall have the right and is
authorized to set-off against and deduct for said losses or damages, if any,
payable by the CONTRACTOR. After recovering any such losses, damages
and extra costs, LREDC shall pay any balance to the CONTRACTOR. If the
sum of the total cost to LREDC of completing the WORK plus amounts
previously paid to the CONTRACTOR for the WORK exceeds the
CONTRACT PRICE, the CONTRACTOR shall promptly pay the difference to
LREDC.
12.11 In the event of termination in accordance with Sub-Article 12.7.ii, the

CONTRACTOR shall not be entitled to receive any payment against the
terminated part of the WORK and all the costs of design, execution,
completion and remedying of any defects, damages for delaying completion
(if any), and all other costs and losses incurred by LREDC including any extra
costs for completing the terminated part of the WORK, as may be established
by LREDC, shall be recovered by LREDC from any payments or monies due
or that may become due to the CONTRACTOR.
12.12 The foregoing provisions of this Article are without prejudice to any other
rights and/or remedies of LREDC under the CONTRACT or at law.
ARTICLE 13 – LIABILITIES, INDEMNITIES AND INSURANCE
13.1 The CONTRACTOR shall release, protect, indemnify, defend and hold
harmless LREDC and its AFFILIATES and its and their officers, employees
and agents from all claims, losses, damages, costs (including legal costs),
expense and liabilities of every kind and nature resulting wholly, partially or
contributory from:
i) loss of or damage to owned or rented property, facilities, material,

equipment, and/or tools of the CONTRACTOR, its
SUBCONTRACTORS or its or their respective officers, employees or
agents; and
ii) personal injury, including fatal injury and disease, to any person
employed by the CONTRACTOR or its SUBCONTRACTORS,

without regard to the cause or causes thereof, including, without limitation, the
fault or negligence (whether sole, concurrent, active, passive or otherwise) or
breach of duty (statutory, contractual or otherwise) of either PARTY or any
other person or entity.
13.2 The CONTRACTOR shall release, protect, indemnify, defend and hold
harmless LREDC and its AFFILIATES and its and their officers, employees
and agents from all claims, losses, damages, costs (including legal costs),
expense and liabilities of every kind and nature resulting from (i) personal
injury, including fatal injury and disease, to any third party and/or (ii) loss of or
damage to the property of any third party, arising directly or indirectly, wholly,
partially or contributory out of or in connection with the performance of the
CONTRACT.
13.3 The CONTRACTOR shall fully indemnify LREDC in respect of any loss of or
damage to LREDC, in connection with the performance of the CONTRACT
caused by negligence, breach of duty, or misconduct of the CONTRACTOR,
its SUBCONTRACTORS or their respective officers, employees or agents.
13.4 The CONTRACTOR shall be responsible for, and shall release, protect,
indemnify, defend and hold harmless LREDC and its AFFILIATES and its and
their officers, employees or agents from all claims, damages, costs (including
legal costs), expenses and liabilities arising from or as a direct or indirect
result (wholly, partially or contributory) of any claim or legal action for
unauthorized disclosure or use of any data, trade secrets or for patent,
copyright, trademark or other intellectual property rights infringement arising
from the CONTRACTOR’s performance under the CONTRACT and/or
asserted against LREDC which either
(i) concerns any of the WORK performed or supplied by the

CONTRACTOR under the CONTRACT and is based solely upon an
apparatus patent right or rights (as distinguished from product or
process patent rights) or any other rights asserted against an individual
item or items of equipment specified or installed in the exercise of the
CONTRACTOR’s discretion where equipment of a different type or
from another source could have been specified or installed by the
CONTRACTOR for the same purpose without giving rise to said claim
for infringement; or
(ii) is based upon the performance of the WORK by the

CONTRACTOR including the use of any tools, implements or
construction processes by the CONTRACTOR; provided that if a claim
or legal action for such disclosure, use and/or infringement is asserted
against LREDC;
(a) the CONTRACTOR is notified by LREDC in writing within a

reasonable time of such claim or legal action; and
(b) LREDC shall not settle such claim or legal action without
first having obtained the CONTRACTOR’s consent in writing.

In the event such claim or legal action for such disclosure, use and/or
infringement results in a suit against LREDC, the CONTRACTOR shall, at its
election and in the absence of a waiver of this indemnity by LREDC, have
sole charge and direction thereof in LREDC’s behalf so long as the
CONTRACTOR diligently indemnifies LREDC and prosecutes defense of said
suit.
In the event the CONTRACTOR has charge of a suit brought against LREDC
by a third party, LREDC shall render such assistance as the CONTRACTOR
may reasonably require in the defense of such suit and LREDC shall have the
right to be represented therein by counsel of its own choice and at its own
expense.
In the event LREDC is enjoined from COMPLETION of the WORK or any part
thereof, or from the use, operation or enjoyment of the WORK or any part
thereof as a result of such claim or legal action or any litigation based
thereon, the CONTRACTOR shall promptly arrange to have such injunction
removed.
LREDC’s acceptance of the CONTRACTOR’s proposed or supplied materials

and equipment hereunder shall not be construed to relieve the
CONTRACTOR of any obligation herein.
13.5 LREDC and the CONTRACTOR shall in no event be liable one to the other
for indirect or consequential losses comprising loss of revenue, profit or
anticipated profit loss of use of equipment or associated equipment, loss of
production or down time costs, loss of opportunity, loss of contract, loss of
goodwill, the cost of obtaining any new financing or maintaining any existing
financing (including the making of any scheduled or other repayment or
prepayment of debt and the payment of any interest or other costs, fees or
expenses incurred in connection with the obtaining or maintaining of
financing), howsoever arising including claims of each parties contractors,
suppliers or LREDC’s customers, and whether or not due in whole or in part
to the negligence of either PARTY except to the extent that this Sub-Article
13.5 shall not prevent, limit or exclude any liability for such losses or costs
insofar as they form part of (i) any agreed LIQUIDATED DAMAGES provided
for in the CONTRACT, (ii) any part of the liabilities, expenses, costs, losses or
damages relating to the CONTRACTOR's liability in respect of its third party
indemnity obligations set out in this CONTRACT or (iii) LREDC's costs of
taking steps of enforcement of its rights or entitlements against the
CONTRACTOR under this CONTRACT.
·
13.6 To the extent permissible under Qatar law, the liability of each PARTY under
this CONTRACT shall in no event exceed one hundred percent (100%) of the
CONTRACT PRICE except for (i) liabilities under third party indemnity
provisions, (ii) the CONTRACTOR’s obligations to reinstate and/or make
good defective works and services, (iii) the CONTRACTOR's liability in the
case of fraud, fraudulent misrepresentation, willful misconduct or willful

default, gross negligence or corrupt practices, (iv) the CONTRACTOR's

liability in respect of its indemnity obligations set out in Article 13 .
13.7 Without limiting the obligations of the CONTRACTOR or its insurers, the
CONTRACTOR shall secure and at all times during the term of the
CONTRACT maintain the agreed insurance coverage, as set forth in
Appendix C. This insurance coverage shall apply from the EFFECTIVE DATE
until the date of the DISCHARGE CERTIFICATE or the date specified in
Appendix C whichever is later.
13.8 The CONTRACTOR shall also require all of its SUBCONTRACTORS to

secure and at all times during the term of the CONTRACT maintain the
agreed insurance coverage, as set forth in Appendix C, as deemed necessary
by the CONTRACTOR. Any deficiencies in the coverage or policy limits of
such SUBCONTRACTOR’S insurance coverage shall be the responsibility of
the CONTRACTOR.
13.9 Notwithstanding any provision in the CONTRACT to the contrary, LREDC

shall not be obliged to make any payment to the CONTRACTOR, until the
CONTRACTOR has delivered to LREDC such insurance policies and
insurance certificates in accordance with requirements of Appendix C.
ARTICLE 14 - CONFIDENTIALITY AND AUDITS
14.1 As used herein, the term CONFIDENTIAL INFORMATION means this

CONTRACT and all information, data, and/or processes (including
TECHNICAL INFORMATION) which the CONTRACTOR, directly or
indirectly, acquires from LREDC or its AFFILIATES or from the performance
of the WORK or any other information acquired or generated concerning the
technical and business activities and know-how of LREDC or its AFFILIATES,
except information falling into any of the following categories:
i. information which, prior to the time of disclosure or acquisition

hereunder, is in the public domain;
ii. information which, after disclosure or acquisition hereunder, enters the
public domain, except where such entry is the result of the
CONTRACTOR’s breach of this CONTRACT;
iii. information, other than that obtained from third parties, which, prior to
disclosure or acquisition hereunder, was already lawfully in the
CONTRACTOR’s possession either without limitation on disclosure to
others or which subsequently becomes free of such limitation;
iv. information obtained by the CONTRACTOR from a third party who is
lawfully in possession of such information and not subject to a
contractual or fiduciary relationship with LREDC or any of its
AFFILIATES or another with respect to said information. The
CONTRACTOR may use and disclose such information in accordance
with the terms under which it was provided by such third party.

14.2 CONFIDENTIAL INFORMATION shall not be deemed to be within the

categories specified in Sub-Articles 14.1.i through 14.1.iv merely because
such information is embraced by more general information lawfully in the
public domain or in the CONTRACTOR’s possession. In addition, any
combination of features shall not be deemed to be within the foregoing
categories merely because individual features are in the public domain or in
the CONTRACTOR's possession but only if the combination itself and its
principle of operation are lawfully in the public domain or in the
CONTRACTOR’s possession.
14.3 The CONTRACTOR represents that it has a policy and procedure designed
to protect trade secret rights of its own proprietary information including
notices to its employees to prevent unauthorized publication and disclosure of
such information. The CONTRACTOR agrees that CONFIDENTIAL
INFORMATION shall be subject to such policy and procedure. In addition, the
CONTRACTOR agrees that it shall not disclose any CONFIDENTIAL
INFORMATION to any third party or use CONFIDENTIAL INFORMATION
other than on LREDC’s behalf except as LREDC may otherwise authorize in
writing. If disclosure to a third party is so authorized, the CONTRACTOR
shall enter into a confidentially agreement with said PARTY containing the
same terms and conditions with respect to use or disclosure of
CONFIDENTIAL INFORMATION as this Article 14 contains.
14.4 The CONTRACTOR also agrees to safeguard all documents containing

CONFIDENTIAL INFORMATION which LREDC may supply to the
CONTRACTOR hereunder and all other documents containing
CONFIDENTIAL INFORMATION whether prepared by the CONTRACTOR or
another entity. The CONTRACTOR may make copies of such documents
only to the extent necessary for the performance of the WORK. The
CONTRACTOR shall prevent access to all such documents by third parties.
On the date of the DISCHARGE CERTIFICATE, the CONTRACTOR agrees
to return to LREDC all such documents containing CONFIDENTIAL
INFORMATION, except the CONTRACT and any other items of
CONFIDENTIAL INFORMATION which LREDC in writing authorizes the
CONTRACTOR to retain, and to destroy all copies thereof. However, should
the CONTRACTOR desire to retain certain documents and should it receive
LREDC’s APPROVAL, the CONTRACTOR shall continue to treat said
documents in accordance with the terms of this Article 14.
14.5 The CONTRACTOR also agrees to enter into confidentiality agreements with
third parties upon LREDC’s request and to keep in force confidentiality
agreements concerning third parties’ proprietary information, which
agreements shall permit the CONTRACTOR to use such parties’ proprietary
information in the WORK.
14.6 It is not LREDC’s desire to be afforded access to confidential information of

the CONTRACTOR, any SUBCONTRACTOR or any third party therefore, it is
agreed that any information which the CONTRACTOR supplies or arranges to
have supplied to LREDC shall not be subject to any obligation of confidence
(data, processes, drawings, proposals, graphs, tables, specifications and the

like ); and LREDC shall not be liable for any use or disclosure of such
information and the CONTRACTOR shall release, protect, indemnify, defend
and hold LREDC and its AFFILIATES harmless against any liability arising
from such use or disclosure. The CONTRACTOR also warrants that it will not
disclose to LREDC any information that is subject to an obligation of secrecy
or confidentiality to any third person(s).
14.7 For any WORK performed, the CONTRACTOR and any SUBCONTRACTOR
shall keep accurate accounts and time records showing all costs, data and
charges incurred in accordance with internationally accepted accounting
principles and practices. LREDC or its authorized representative(s) or
agent(s) shall have the right to examine, during business hours, all books,
records, accounts, data, correspondences, instructions, specifications, plans,
drawings, receipts and memoranda of the CONTRACTOR and any
SUBCONTRACTOR insofar as they are pertinent to this CONTRACT. Such
right shall not extend to the audit of the makeup of any fixed rates, prices or
percentage charges. The CONTRACTOR shall be responsible for ensuring
that all of its and any SUBCONTRACTOR’s documentation for reimbursable
costs, if any, is preserved and made available at any time for audit, without
any additional compensation thereof, up to two (2) years from the
COMPLETION DATE of the WORK. LREDC shall have the right to photocopy
or otherwise reproduce, at its own cost, any such books, records, accounts,
correspondence, instructions, specifications, plans, drawings, receipts and
memoranda of the CONTRACTOR and its SUBCONTRACTORS.
14.8 LREDC shall have full audit rights for all documentation in case of early
termination of this CONTRACT or any substantial portion thereof or where the
CONTRACTOR submits a claim, demand or proceeding against LREDC or its
AFFILIATES arising out of or related to LREDC’s performance of the terms
and conditions of this CONTRACT.
ARTICLE 15 – TITLE AND LICENCES
15.1 The CONTRACTOR agrees to disclose promptly to LREDC all inventions

which it, or any CONTRACTOR PERSONNEL may conceive or first reduce to
practice that are wholly or in part based on or derived from CONFIDENTIAL
INFORMATION as defined in Article 14 or conceived or first reduced to
practice during the course of the WORK. All rights, title and interest in and to
such inventions shall belong to LREDC or its designee. The CONTRACTOR
agrees to execute or have executed all documents and to perform or have
performed all lawful acts which LREDC may deem desirable or necessary to
perfect its or its designee’s title thereto and to obtain and maintain patent
coverage thereon throughout the world. The CONTRACTOR may request
LREDC to reimburse the CONTRACTOR for costs and expenses incurred in
connection therewith which in LREDC’s opinion are considered reasonable.
15.2 The CONTRACTOR further agrees to grant and hereby grants to LREDC and
AFFILIATES an irrevocable, royalty-free, non-exclusive, fully sub-licensable
license to use, copy and reproduce any written documents, data, processes,

drawings, specifications, graphical materials, photographs, models (including,

without limitation, three-dimensional physical models) and all other
information (including, without limitation, which is stored by electronic means)
("Documents") and any patents, trade secrets, know how or other intellectual
property rights now or hereafter owned or controlled by the CONTRACTOR,
and contained in any Documents prepared by or on behalf of the
CONTRACTOR or any SUBCONTRACTOR for any purpose connected with
the WORK including the financing, design, manufacture, construction,
operation, maintenance, repair or alteration of the FACILITY.
15.3 The CONTRACTOR shall obtain the same rights, obligations and/or licenses
with respect to inventions and/or patents as stated in Articles 15.1 and 15.2
from any SUBCONTRACTOR used by the CONTRACTOR pursuant to the
WORK.
15.4 Without prejudice to Sub-Article 15.2 above, title to the right to possession of
and free right of use of all reports drawings, specifications, data, processes,
calculations, computer software (including computer aided design models),
other documents or materials and all other things created under or arising out
of the CONTRACT including all intellectual property rights contained therein,
shall vest in LREDC immediately upon the COMMENCEMENT DATE of the
WORK or creation of the article or document or item as applicable.
15.5 “Software” shall for the purpose of Sub-Article 15.4, mean the database and
all the machine codes, binaries, object codes and/or source codes, whether in
a machine or human readable form and all improvements, modifications or
updates thereof, flow charts, logic diagrams, passwords and output tapes.
The CONTRACTOR shall upon COMPLETION of the WORK (and/or
SECTION(s), if applicable) provide LREDC with a satisfactory, complete and
up to date copy of the software and all other information necessary to ensure
that LREDC can continue to satisfactorily use the software so provided by the
CONTRACTOR. LREDC reserves the right to verify and validate any
information contained within the software within one (1) year from the
COMPLETION DATE of the WORK. The CONTRACTOR shall, at the
CONTRACTOR’s expense, remedy any defects or inadequacies discovered
and notified by LREDC to the CONTRACTOR during the said one (1) year
and such defects or inadequacies shall be remedied within fourteen (14) days
of receipt of such notification. For software other than that is mentioned in
Sub-Article 15.4, the CONTRACTOR shall upon COMPLETION of the WORK
(and/or SECTION(s), if applicable) provide LREDC with a copy of the user
licenses of such software and all other information and any other
documentation defined in the CONTRACT. Unless otherwise stated in
Appendix B, any associated license fees shall be deemed to be included in
the CONTRACT PRICE.
15.6 The FACILITY shall be and remain the property of LREDC solely. The
CONTRACTOR shall ensure that any plant, materials or supplies intended for
incorporation into the FACILITY shall be segregated and identified as
belonging to LREDC and destined for the WORK, regardless of their physical
location.

15.7 All plant, materials and supplies provided by the CONTRACTOR or any
SUBCONTRACTOR under the terms of the CONTRACT which are destined
to be incorporated into the FACILITY shall become the property of LREDC
upon delivery to the CONSTRUCTION SITE or any payment whatsoever by
LREDC under the CONTRACT whichever is the earlier, except that property
in any plant, materials and supplies provided by the CONTRACTOR or any
SUBCONTRACTOR which are not in accordance with the CONTRACT and
which are rejected by LREDC shall re-vest immediately in the CONTRACTOR
or SUBCONTRACTOR as applicable.
15.8 Where payment to the CONTRACTOR by LREDC includes payment for items
of plant and materials which are not yet at the CONSTRUCTION SITE, the
CONTRACTOR shall be entitled to payment for such plant and materials as
part of the relevant payment milestone in accordance with Appendix B, as
may be applicable, provided that (i) the relevant items of plant and materials
have been marked as LREDC's property in accordance with LREDC's
instructions and the CONTRACTOR has established to the satisfaction of
LREDC that title in the relevant item or items has vested in LREDC, or (ii) the
CONTRACTOR has delivered to LREDC evidence of a Bank Guarantee in a
form acceptable to LREDC and issued by a Bank operating in Qatar and
APPROVED in amounts and currencies equal to such payment . This
Guarantee shall be valid until the items of plant and materials are properly
stored at the CONSTRUCTION SITE and protected against loss, damage or
deterioration.
15.9 The CONTRACTOR agrees that it will not claim any lien or charge on the
WORK or any property of LREDC in the possession of the CONTRACTOR or
at the CONSTRUCTION SITE. If at any time there shall be evidence of any
lien, attachment, charge or claim to which, if established, the property of
LREDC or the property of its AFFILIATE might be subjected and which is
made against the CONTRACTOR, LREDC shall have the right to retain out of
any payment to be made under the CONTRACT an amount sufficient to
indemnify LREDC completely against such lien, attachment, charge or claim.
Should there be any lien, attachment, charge or claim upon the property of
LREDC or the property of its AFFILIATE, the CONTRACTOR agrees to
refund to LREDC the costs incurred by LREDC in discharging any such lien,
attachment, charge or claim imposed on the property of LREDC or the
property of its AFFILIATE in consequence of the default of the
CONTRACTOR. The CONTRACTOR shall immediately notify LREDC of any
possible lien, attachment, charge or claim which may affect the WORK or any
part thereof.
15.10 Without prejudice to the provisions of this Article 15, the CONTRACTOR shall
protect, indemnify, defend and hold harmless LREDC from and against all
liens, attachments, charges or claims by the SUBCONTRACTORS in
connection with or arising out of the CONTRACT. LREDC shall have the right
to withhold the amount of any such lien, attachment, charge or claim from any
payment to the CONTRACTOR under the CONTRACT until removal of such
claim by the SUBCONTRACTORS. If such liens, attachments, charges or
claims fall inside the scope of the insurances of the CONTRACTOR, it shall
remain the responsibility of the CONTRACTOR to furnish LREDC with
satisfactory written certification from the insurer of the CONTRACTOR that
any such lien, attachment, charge or claim is covered by the insurance of the
CONTRACTOR before LREDC shall release any money withheld hereunder.
15.11 Notwithstanding the provisions of this Article 15, care, custody, control and re-
instatement of the WORK and all plant, materials and supplies provided by the
CONTRACTOR or any SUBCONTRACTOR for incorporation into the
FACILITY as part of the WORK, shall remain with the CONTRACTOR until
LREDC has issued a COMPLETION CERTIFICATE in respect of such WORK
(or any part thereof) pursuant to Sub-Article 5.7 and shall thereupon pass to
LREDC unless LREDC notifies the CONTRACTOR in writing that such care,
custody, control and reinstatement is assumed by LREDC at an earlier date.
Notwithstanding the foregoing, the CONTRACTOR shall also be so responsible
for the care, custody, control and reinstatement of any outstanding work being
carried out by the CONTRACTOR after such period and making good any loss
or damage to such work from any such cause and for making good any loss or
damage to the WORK (or any part thereof) caused by the CONTRACTOR or
any SUBCONTRACTOR in the course of any such work or any WORK carried
out pursuant to Sub-Article 6.2.
ARTICLE 15A – CLAIMS
a) Save for the CONTRACTOR deeming a LREDC INSTRUCTION to be a

VARIATION, which is addressed under Article 8, if the CONTRACTOR considers
itself to be entitled to any extension of the SCHEDULED COMPLETION DATE,
any additional payment, costs, overheads, profit and/or other entitlements or
relief from obligations, under any clause of these General Conditions of Contract
or otherwise arising out of or in connection with the CONTRACT, the
CONTRACTOR shall issue a written CLAIM NOTICE to LREDC as soon as
practicable but not later than 28 days after the CONTRACTOR became aware or
should have become aware of the event(s) or circumstance(s) describing the
particulars regarding the event(s) or circumstance(s) giving rise to the claim,
including but not limited to the following:
i. the material circumstances of the event including the cause or causes;
ii. the contractual basis of the claim;
iii. the nature and extent of any delay;
iv. the nature and extent of any resultant additional costs (and any
associated overheads and profit entitlement (if any));
v. the corrective action already undertaken or to be undertaken;
vi. the effect on the critical path noted on the EXECUTION PROGRAMME,
including any milestone dates (in accordance with the “TIME IMPACT
ANALYSIS” requirements under Sub-Article 4.7;

vii. the period, if any, by which in its opinion the SCHEDULED COMPLETION
DATE should be extended (in accordance with the “TIME IMPACT
ANALYSIS” requirements under Sub-Article 4.7;
viii. the adjustment, if any which in its opinion should be made to the
CONTRACT PRICE; and
ix. a statement that it is a final claim or an interim claim pursuant to this

Article 15A.
b) If the Claim under Sub-Article 15A(a) is noted to be interim claim, then the
CONTRACTOR shall:
i. Send further interim claims at monthly intervals, giving the accumulated

delay and/or amount claimed, and such further particulars as described
under Sub-Article 15A(a), or as the LREDC REPRESENTATIVE may
reasonable require; and
ii. The CONTRACTOR shall send a final claim within twenty eight (28) days
after the end of the effect resulting from the event or circumstance.
c) If the fully detailed claim (including any interim or final claim):
i. does not comply with any of the requirements in Sub Article 15A(a),
the LREDC’s REPRESENTATIVE may reject that part of the claim entirely
and require the CONTRACOTR to resubmit the detailed claim (including any
interim claim) in compliance with the requirements in Sub Article 15A(a)
above and/or showing direct links between the loss incurred and each
individual event / circumstance claimed (as the case may be). The
CONTRACTOR acknowledges that its entitlement under this CONTRACT (if
any) shall only be calculated and/or evaluated by reference to claims which
comply with the requirements of this CONTRACT
d) Within twenty eight (28) days after receiving the fully detailed claim in
accordance with this Article 15A, or within such other period as may be agreed in
writing between the PARTIES, the LREDC REPRESENTATIVE shall respond
with APPROVAL, or with disapproval and comments. The LREDC
REPRESENTATIVE may also request any necessary further particulars.
e) If the claim has been APPROVED by LREDC REPRESENTATIVE in principle,

then the CONTRACTOR’s entitlement for such claim shall be evaluated in
accordance with Article 8.
f) The requirements of this Sub-Article are in addition to those of any other Sub-
Article which may apply to a claim, any extension of time and/any additional
payment shall take into account of the extent (if any) to which the failure has
prevented or prejudiced proper investigation of the claim, unless the claim is
excluded under this Sub-Article 15A

g) If the CONTRACTOR fails to give a CLAIM NOTICE duly completed and signed
including detailed particulars within the period required under this Sub-Article
15A, the SCHEDULED COMPLETION DATE shall not be extended, and the
CONTRACTOR shall not be entitled for additional payment or cost or overhead
or profit, and the CONTRACTOR shall be deemed to have waived its entitlement
to make such claim, and LREDC shall be discharged from all liability arising out
of or in connection with the claim. Otherwise, the following provisions of this
Article shall apply.
h) The CONTRACTOR shall keep such contemporary records as may be necessary

to substantiate any claim, either on the WORKSITE or at another location
acceptable to LREDC REPRESENTATIVE. Without admitting the LREDC's
liability, the LREDC REPRESENTATIVE may, after receiving any notice under
this Sub-Article 15A, monitor the record-keeping and/or instruct the
CONTRACTOR to keep further contemporary records. The CONTRACTOR shall
permit LREDC's delegated REPRESENTATIVE to inspect all these records, and
shall (if instructed) submit copies to the LREDC's delegated REPRESENTATIVE.
i) For the avoidance of doubt, a delay caused by any act or omission of LREDC or
any failure by LREDC or LREDC REPRESENTATIVE to comply with this Sub-
Article will not, for any reason, render any LIQUIDATED DAMAGES under this
CONTRACT void, invalid or unenforceable, and will not relieve the
CONTRACTOR of its obligations with respect to LIQUIDATED DAMAGES, or
limit LREDC's entitlement to apply LIQUIDATED DAMAGES or otherwise to
recover delay damages or any other damages for delay which may be made by
LREDC in respect of failure to achieve COMPLETION of the WORK (and/or
SECTION(s), as may be applicable).
j) An extension to the SCHEDULED COMPLETION DATE granted under this

Article is, unless otherwise stated in the CONTRACT, the CONTRACTOR's sole
entitlement to compensation for delay (including, but not limited to disruption,
acceleration etc.) caused by LREDC, whether in breach of the CONTRACT or
otherwise and is in substitution for and excludes the CONTRACTOR's rights and
remedies at law (including the right to recover damages for breach of the
CONTRACT or otherwise).
k) Nothing in this Article 15A creates an additional right or entitlement of the

CONTRACTOR to an extension to the SCHEDULED COMPLETION DATE,
additional payment and/or relief from obligations, where such right or entitlement
did not otherwise exist under the CONTRACT.
l) Despite any other provision of the CONTRACT, the CONTRACTOR shall use its
best endeavours, acting in accordance with the BEST PRACTICES AND
ACCEPTED PROFESSIONAL STANDARDS to mitigate the effects of any event
or circumstance which has or may adversely affect the WORK, increase the
CONTRACT PRICE or delay the execution of the WORK.
m) If within a period of ninety one (91) days after the issuance of the relevant CLAIM
NOTICE, the PARTIES are still in disagreement regarding the CLAIM NOTICE,
the aggrieved PARTY may proceed in accordance with Article 16.

ARTICLE 16 – LAWS, REGULATIONS AND SETTLEMENT OF DISPUTES
16.1 This CONTRACT shall be exclusively governed by and construed and

enforced in accordance with the laws of the State of Qatar.
16.2 The CONTRACTOR shall abide by and comply, and secure compliance by its
SUBCONTRACTORS, with all applicable laws, including but not limited to all
national (or state) legislation, statutes, ordinances and other laws, regulations
and by-laws of any legally constituted public authority and any rules and
regulations of any governmental or regulatory body having jurisdiction over
the WORK.
16.3 The CONTRACTOR shall obtain all licenses, permits, temporary permits and
authorizations required by any applicable laws, rules and regulations for the
performance of the WORK other than those which are to be obtained solely in
the name of LREDC as specified in Appendix [A]. All costs for compliance
with all applicable laws, rules and regulations and obtaining authorities’
approvals, licenses and permits for performance of the WORK shall be for the
account of the CONTRACTOR.
16.4 All operations necessary for the performance of the CONTRACT shall be
carried on, so far as compliance with the requirements of the CONTRACT
permits, so as not to interfere unnecessarily or improperly with the
convenience of the public or the access to, use and occupation of places or
properties whether in the possession of LREDC, the CONTRACTOR,
SUBCONTRACTORS or any other person. The CONTRACTOR hereby
indemnifies LREDC against all claims, demands, proceedings, damages,
costs, charges and expenses whatever arising in relation to any of the
aforesaid matters is so far as the CONTRACTOR is responsible for such
interference.
16.5 If after EFFECTIVE DATE, any law, regulation, ordinance, order or by-law
having the force of law in Qatar, is enacted, promulgated, abrogated or
changed (which shall be deemed to include any change, interpretation or
application by the competent authorities) which would not have been
reasonably foreseen by an experienced contractor as at the EFFECTIVE
DATE and which subsequently affects the costs and expenses of the
CONTRACTOR or delays the COMPLETION of the WORK( and/or
SECTION(s), if applicable), the CONTRACT PRICE shall be correspondingly
increased or decreased in accordance with Article 8 and/or the SCHEDULED
COMPLETION DATE of the WORK (and/or SECTION(s), if applicable) in
accordance with Sub-Article 4.7, provided that the PARTY seeking benefits of
the change fully documents the effects of such changes.
16.6 If after fully exhausting the procedure outlined in Article 8 (with respect to
CONTRACTOR deeming an LREDC INSTRUCTION to be a VARIATION)
and Sub-Article 15A (with respect to the CLAIM NOTICE(s)), the
CONTRACTOR still considers that a controversy, a claim, a dispute, a
difference and/or any other similar matter arising out of or relating to this
CONTRACT (all such controversies, claims, disputes, differences and other

similar matters are hereinafter referred to as "Dispute") exists it shall notify

LREDC of the Dispute in writing (such notification hereinafter referred to as
“Dispute Notice”).
16.7 Subject to Sub-Article 16.6, and in any event, the CONTRACTOR shall not
have the right to raise a Dispute Notice if one hundred and five (105) days
have elapsed after the date that the CONTRACTOR became aware (or
should have become aware) of the event giving rise to a Dispute. If the
CONTRACTOR fails to give notice of a Dispute within such period of one
hundred and five (105) days, the CONTRACTOR shall not be entitled to any
extension to the SCHEDULED COMPLETION DATE or payment for any
associated costs and LREDC shall be discharged from all liability in
connection with such Dispute.
16.8 LREDC and the CONTRACTOR shall in good faith and using all reasonable
efforts in the spirit of co-operation take all steps as may be necessary or
desirable to settle amicably any Dispute through negotiations and other
constructive discussions. If in the opinion of either PARTY it is not possible,
after sixty three (63) days to settle the Dispute through mutual consultation
that PARTY shall first refer the Dispute in writing to a committee comprising
one [director/senior manager] of each of the PARTIES or such replacement
persons as may be nominated from time to time who shall not be involved in
the day to day running and/or management of the CONTRACT (the
"Management Committee") with a copy of the notice of referral to the other
PARTY. The Management Committee shall convene at a mutually agreed
venue within seven (7) days of the notice of referral to consider the
information available and shall provide an opinion within twenty one (21)
days of the notice of referral, provided that the PARTIES may agree to
longer periods for convening the Management Committee and for it to
provide an opinion. If, within such twenty-one (21) day or longer period as
aforesaid, a unanimous decision is reached by the Management Committee
resolving the Dispute or difference, such decision shall be final and binding
on the Parties.
16.9 If the PARTIES fail to resolve any Dispute by mutual consultation in

accordance with Sub-Article above, including where the Management
Committee does not reach unanimous decision or is not properly convened,
the Dispute must be (on the basis that a PARTY wishes to pursue the
Dispute) resolved by Qatari Courts which shall have an exclusive
jurisdiction over any and all Disputes , without regard to conflict of laws
principles. Both PARTIES agree to submit to the personal jurisdiction of the
Qatari Courts for the purpose of litigating all such Disputes.
16.10 Notwithstanding the provisions of Sub-Articles 16.6, 16.7, 16.8 and 16.9
above, LREDC will solely decide on all matters which are specifically
reserved in this CONTRACT for APPROVAL by LREDC.
16.11 The CONTRACTOR shall not at any time suspend performance of the
WORK, including any part thereof which is subject of a Dispute, or any of its

obligations under the CONTRACT pending resolution or settlement of a

Dispute and shall proceed with all due diligence with the WORK and all its
other obligations in full compliance with the CONTRACT.
ARTICLE 17 – BUSINESS ETHICS
17.1 The term “Conflict of Interest” as used herein means any potential or actual
situation or circumstances where (i) while performing the WORK there is an
opportunity for the CONTRACTOR to engage in duplication or overlap of
services or works, or (ii) there is an incident as of those described in Sub-
Article 17.4 below, and/or (iii) there is an opportunity for the CONTRACTOR
and/or CONTRACTOR PERSONNEL to improperly influence any LREDC
decision and/or utilize the WORK or CONFIDENTIAL INFORMATION, to
further the CONTRACTOR’s or CONTRACTOR PERSONNEL’s interests or
the interests of the CONTRACTOR’s parent company, affiliates, sister
companies, joint venturers or any other company or entity which the
CONTRACTOR or CONTRACTOR PERSONNEL have any interest therein.
17.2 The CONTRACTOR represents and warrants that entering into the
CONTRACT or its performance thereunder does not create nor will it create
any Conflict of Interest as to any relationship, contractual, fiduciary or
otherwise, which the CONTRACTOR may have with LREDC or any third
party related or affiliated with LREDC, or the CONTRACT.
17.3 The CONTRACTOR represents, warrants and shall ensure that neither it nor
CONTRACTOR PERSONNEL shall enter into any Conflict of Interest
throughout the currency of the CONTRACT.
17.4 The CONTRACTOR warrants that neither it nor any CONTRACTOR
PERSONNEL (i) has paid or shall pay any commission, fee, rebate or
anything of value to or for the benefit of any employee or officer of LREDC, (ii)
has favoured or shall favour employees or officers of LREDC with gifts or
entertainment other than normal business practices, or (iii) shall enter into any
business arrangement with any employee or officer of LREDC in their
individual or any other capacity except as formally delegated to them by
LREDC.
17.5 If any Conflict of Interest arises any time during the currency of the
CONTRACT, the CONTRACTOR shall so notify LREDC immediately. The
CONTRACTOR and LREDC shall use their best efforts to settle any point of
Conflict of Interest satisfactorily. If LREDC discovers any Conflict of Interest
that has not been notified to it by the CONTRACTOR, LREDC shall have the
right to take the action it deems necessary to protect its interests including
termination of the CONTRACT forthwith in accordance with Article 12.
ARTICLE 18 – MISCELLANEOUS PROVISIONS
18.1 In order that the PARTIES hereto may fully exercise their rights and perform
their obligations hereunder arising from the performances of the WORK under
this CONTRACT, such provisions of this CONTRACT which are of a
continuing nature or which are required to ensure such exercise or

performance shall survive the COMPLETION or termination of this
CONTRACT for any cause whatsoever.
18.2 The invalidity or unenforceability of any portion or provision of this

CONTRACT shall in no way affect the validity or enforceability of any other
portion or provision hereof. Any invalid or unenforceable portion or provision
shall be deemed severed from this CONTRACT and the balance of the
CONTRACT shall be construed and enforced as if the CONTRACT did not
contain such invalid or unenforceable portion or provision.
18.3 The CONTRACTOR agrees that all public relations matters arising out of or in
connection with the WORK and/or this CONTRACT shall be the sole authority
and responsibility of LREDC. The CONTRACTOR shall obtain LREDC’s
APPROVAL of the text of any announcement, publication or other type of
communication concerning the WORK and/or this CONTRACT which the
CONTRACTOR or its SUBCONTRACTORS wish to release for publication.
The CONTRACTOR shall not use LREDC’s name in any publication without
APPROVAL.
18.4 This CONTRACT embodies the entire agreement between the PARTIES and
supersedes and replaces any and all oral or written communications between
the PARTIES in relation to the subject matter hereof. Neither PARTY shall be
liable to the other for any statement, representation, promise, inducement or
understanding of any kind or nature not set forth herein. No changes,
amendments or modifications of the terms and conditions of this CONTRACT
shall be valid unless reduced to writing and signed by the PARTIES.
18.5 Failure on the part of LREDC at any time to enforce or to require the strict
adherence to any performance of any of the terms or conditions of the
CONTRACT shall not constitute a waiver of such terms or conditions and
shall not affect or impair such terms or conditions in any way or the right of
LREDC at any time to avail itself of such remedies as it may have had for
each and every breach of such terms and conditions. No waiver of any
breach or default of the CONTRACT shall constitute a waiver of any other
breach or default, whether of the same or any other covenant, term or
condition unless specified in writing by the waiving PARTY. The subsequent
performance of any other terms, covenants, conditions of the CONTRACT
shall not constitute awaiver of any preceding breach or default, regardless of
the other PARTY’s knowledge of the preceding breach or default at the time
of subsequent performance, nor shall any delay or omissions of either
PARTY’s exercise of any right arising from any such breach or default affect
or impair the PARTIES’ rights as to the same or future breach or default.
18.6 Where the CONTRACTOR has effected any design, services or works in
furtherance of the WORK prior to the EFFECTIVE DATE, the PARTIES agree
that such activities shall be considered, without any extension to the
EXECUTION PROGRAMME, as if they had been carried out after the
EFFECTIVE DATE and that they are subject to all terms and conditions of the
CONTRACT. Furthermore, the CONTRACTOR warrants to the LREDC that

such activities have been carried out in accordance with the requirements of
the CONTRACT and confirms that the warranties and undertakings set out in
this CONTRACT apply to such activities (without prejudice to the generality of
such warranties and undertakings).
ARTICLE 19 – REPRESENTATIVES AND NOTICES
19.1 Each PARTY has nominated its REPRESENTATIVE for this CONTRACT.
The name and contact address of LREDC REPRESENTATIVE is set forth in
Appendix F and the name and contact address of the CONTRACTOR
REPRESENTATIVE is set forth in Appendix D. The REPRESENTATIVES
shall have the duties, rights and obligations outlined as follows:
i. All information, instructions and decisions by a PARTY shall be issued

by the REPRESENTATIVE of that PARTY. All information,
instructions and decisions from the REPRESENTATIVE of a PARTY
shall commit that PARTY.
ii. The REPRESENTATIVE of a PARTY may delegate in writing, any of

its responsibilities to a nominated deputy or deputies. The terms of
such delegation shall be subject to prior written notification to the other
PARTY. Information, instructions and decisions from such a
nominated deputy shall be as if from the REPRESENTATIVE of a
PARTY.
iii. All information, instructions and decisions by a PARTY to the other

PARTY shall be effective only if such information, instructions and
decisions have been addressed in writing to the receiving PARTY’s
REPRESENTATIVE or nominated deputy as the case may be.
19.2 LREDC shall have the right to change its REPRESENTATIVE or its
REPRESENTATIVE’S deputies at any time at its sole discretion and shall
notify the CONTRACTOR accordingly. The CONTRACTOR shall not change
the CONTRACTOR REPRESENTATIVE without APPROVAL.
19.3 All notices and other communications to be given under the CONTRACT shall
be in writing and shall be deemed to be effectively given:
(i) on receipt if personally delivered, or

(ii) on receipt if sent by prepaid registered mail with return receipt requested,
or
(iii) on receipt if transmitted by facsimile, or
If facsimile transmittal takes place after normal business hours, notice shall
be deemed given on the opening of business on the following business day to
the other PARTY at its address set out in the CONTRACT (or such other
address if such has been properly notified to the other PARTY with fourteen
(14) days prior notice).

19.4 Notwithstanding the provisions of Sub-Article 19.3, routine communication

transmitted by facsimile will not require a confirmation copy sent by mail.
19.5 If LREDC consents to CONTRACTOR constituting a joint venture, consortium

or other unincorporated grouping of two (2) or more persons/entities:
(a) the CONTRACT shall be signed by all members of the joint

venture/consortium/ or other unincorporated grouping of two (2) or more
persons/entities;
(b) these persons/entities shall be deemed to be jointly and severally liable
to the LREDC for the performance of the CONTRACT;
(c) these persons/entities shall notify the LREDC of their leader who shall
have authority to bind the CONTRACTOR and each of these persons;
(d) these persons/entities shall not alter its composition or legal status
without the prior consent of LREDC;
(e) any material changes to liabilities, indemnities and financial
responsibilities of the joint venture/consortium must be notified to LREDC
for APPROVAL.

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INDEX TO GENERAL CONDITIONS OF CONTRACT

ARTICLE NO. TITLE

ARTICLE 1 DEFINITIONS AND INTERPRETATION

ARTICLE 2 THE WORK AND CONTRACTOR PERFORMANCE

ARTICLE 3 CONTRACTOR PERSONNEL, MATERIALS AND EQUIPMENT

ARTICLE 4 EXECUTION PROGRAMME, DELAY AND LIQUIDATED DAMAGE

ARTICLE 5 INSPECTION, COMPLETION AND ACCEPTANCE

ARTICLE 6 GUARANTEES AND BONDS

ARTICLE 9 LREDC PROVIDED MATERIALS, PLANT AND EQUIPMENT

ARTICLE 10 ASSIGNMENT AND SUBCONTRACTING

ARTICLE 11 FORCE MAJEURE

ARTICLE 12 SUSPENSION AND TERMINATION

ARTICLE 13 LIABILITIES, INDEMNITIES AND INSURANCE

ARTICLE 14 CONFIDENTIALITY AND AUDITS

ARTICLE 15 TITLE AND LICENSES

ARTICLE 15A CLAIMS

ARTICLE 16 LAWS, REGULATIONS AND SETTLEMENT OF DISPUTES

ARTICLE 17 BUSINESS ETHICS

ARTICLE 18 MISCELLANEOUS PROVISIONS

ARTICLE 19 REPRESENTATIVES AND NOTICES

ARTICLE 1 – DEFINITIONS AND INTERPRETATION

1.a.1 “AFFILIATE” in relation to LREDC means a company or entity that is

1.a.2 “APPROVAL” means the prior written assent of LREDC. APPROVAL

1.a.3 "BEST PRACTICES AND ACCEPTED PROFESSIONAL STANDARDS"

1.a.4 "CLAIM NOTICE" means a notice to be issued under and in accordance

1.a.5 “COMMENCEMENT DATE” means the date as shown in the FORM OF

1.a.6 “COMPLETION” means completion of the WORK and/or a SECTION (s)

1.a.7 “COMPLETION CERTIFICATE” means a certificate in the form shown in

1.a.8 "COMPLETION DATE" shall be the date shown on any COMPLETION

Volume 1- General Conditions of Contract Page 1 of 54

1.a.10 “CONTRACT” means the FORM OF AGREEMENT, the General

Appendix A - Scope of Work and Technical Information

1.a.11 “CONTRACT EXECUTION PLAN” means the plan shown in Appendix E,

1.a.12 “CONTRACT PRICE” means the price shown on the FORM OF

1.a.13 “CONTRACT VARIATION FORM” means that document in the form

1.a.14 “CONTRACTOR” means the party to this CONTRACT named as such in

1.a.15 “CONTRACTOR PERSONNEL” means all individuals whether employees

1.a.16 “DISCHARGE CERTIFICATE” means that certificate in the form shown in

Volume 1- General Conditions of Contract Page 1 of 54

1.a.18 “EXECUTION PROGRAMME” means the detailed work programme for

1.a.19 "FACILITY” means the physical work, plant, or improvements to be

1.a.21 “FORM OF AGREEMENT” means the signed and dated agreement

1.a.22 "GUARANTEE PERIOD" has the meaning given to it in Sub-Article 6.1.

1.a.23 "KEY CONTRACTOR PERSONNEL" means the persons listed in

1.a.24 "LIQUIDATED DAMAGES" has the meaning given to it in Sub-Articles 4.

1.a.26 “LREDC INSTRUCTION” means that document in the form shown in

1.a.27 “PARTY/PARTIES” means in the singular either LREDC or the

1.a.28 “REPRESENTATIVE” shall be that person, as notified by a PARTY to the

1.a.29 “SCHEDULED COMPLETION DATE” means the date by which the

Volume 1- General Conditions of Contract Page 1 of 54

CONTRACTOR is required to achieve COMPLETION of the WORK

1.a.30 “SECTION” means a part of the WORKS specified in Appendix A as a

1.a.31 “SUBCONTRACT” means any contract between the CONTRACTOR and

1.a.32 “SUBCONTRACTOR” means any entity, including an entity nominated by

1.a.33 “TECHNICAL INFORMATION” means all design data, design standards,

1.a.34 "TEMPORARY FACILITIES" means all temporary works of any kind

1.a.36 “VARIATION” means a change in the WORK, pursuant to Article 8.

Volume 1- General Conditions of Contract Page 1 of 54