Common use of Performance of the Services Clause in Contracts

Performance of the Services. If at any time during the Term, in the Catapult’s reasonable opinion, any Services carried out and/or any Deliverables delivered are not of a sufficiently high standard, the Catapult may (without prejudice to any other right or remedy of the Catapult) notify the Supplier and the Supplier shall ensure that such Services and/or Deliverables are, to the extent necessary, re-performed or revised at the Supplier’s cost and expense within five (5) Working Days of receipt of such notice by the Supplier, or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing those Services and/or Deliverables (or the rejected part thereof). The parties shall use reasonable endeavours to agree the proportion of the Fees relating to such rejected Services and/or Deliverables (or part thereof). If the parties are unable to agree on the proportion of the Fee relating to such Services and/or Deliverables (or part thereof), the parties shall submit to binding arbitration in London, in accordance with the Rules of the London Court of International Arbitration to determine the relevant proportion of the Fees. All fees and costs relating to such arbitration shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and products of the Services (including the Deliverables) shall be deemed complete and delivered in full only when the provisions of this Agreement have been complied with in full and the Catapult has provided a written notice of acceptance of the relevant Services and Deliverables to the Supplier (the “Acceptance Notice”).

Performance of the Services. If The Supplier shall, and shall procure that each member of the Supplier’s Team shall, perform the Services and deliver the Deliverables in a professional manner in keeping with best industry practice, using all due skill, care and diligence and in accordance with: all applicable laws and regulations, codes and guidelines; the provisions of this Agreement; the Timetable (time being of the essence in relation to the performance of the Services and delivery of the Deliverables); and all reasonable instructions of the Catapult from time to time. The Supplier shall ensure that the Deliverables comply with all applicable laws regulations, codes and guidelines. The Supplier shall provide all materials necessary (other than the In-put Materials), and allocate sufficient resources to the Services, to enable the Supplier to provide the Services and deliver the Deliverables to the Catapult in accordance with the provisions of this Agreement. The Supplier shall appoint: (i) the Supplier's Manager, who shall have authority under this Agreement contractually to bind the Supplier on all matters relating to the Services; and (ii) the Key Personnel. The Supplier shall: ensure that the Supplier’s Manager and each member of the Supplier's Team, is suitably skilled, experienced and qualified to carry out the responsibilities allocated to them in respect of the Services; ensure that the same individual acts as the Supplier’s Manager throughout the Term (save as otherwise provided in this Clause 3.4) and not make any changes to the Supplier's Manager or the Key Personnel without the prior written approval of the Catapult (save as otherwise provided in this Clause 3.4); promptly inform the Catapult of the absence (or anticipated absence) of the Supplier's Manager, or any member of the Key Personnel and shall (if the Catapult requires) provide a suitably qualified replacement; and at the written request of the Catapult, replace without delay the Supplier’s Manager or any member of the Supplier’s Team. The Supplier shall, and shall procure that all members of the Supplier’s Team shall: co-operate with the Catapult in all matters relating to the Services; comply with all health and safety rules and regulations and any other reasonable security requirements that apply at any time during the Term, in of the Catapult’s reasonable opinion, premises at which the Services (or any Services carried out and/or any Deliverables delivered of them) are not of a sufficiently high standard, being provided; notify the Catapult may promptly on becoming aware of any health and safety hazards or issues which arise in relation to the Services; and before the date on which the Services are to start, obtain, and at all times maintain, all licences and consents necessary to perform the Services and deliver the Deliverables in accordance with the provisions of this Agreement. The Supplier shall not instruct any sub-contractor or freelancer to perform the Services (without prejudice or any part thereof) unless and until the Catapult has given its prior written consent to any other right or remedy the instruction of such sub-contractor and/or freelancer and the terms of the Catapult) notify agreement to be entered into between the Supplier and the relevant sub-contractor and/or freelancer. The Supplier shall ensure that remain fully responsible for the acts and omissions of any sub-contractor or freelancer as if such Services and/or Deliverables are, to the extent necessary, re-performed or revised at acts and omissions were acts and omissions of the Supplier’s cost and expense within five (5) Working Days of receipt of such notice by the Supplier, or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing those Services and/or Deliverables (or the rejected part thereof). The parties shall use reasonable endeavours to agree the proportion of the Fees relating to such rejected Services and/or Deliverables (or part thereof). If the parties are unable to agree on the proportion of the Fee relating to such Services and/or Deliverables (or part thereof), the parties shall submit to binding arbitration in London, in accordance with the Rules of the London Court of International Arbitration to determine the relevant proportion of the Fees. All fees and costs relating to such arbitration shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and products of the Services (including the Deliverables) shall be deemed complete and delivered in full only when the provisions of this Agreement have been complied with in full and the Catapult has provided a written notice of acceptance of the relevant Services and Deliverables to the Supplier (the “Acceptance Notice”).

Performance of the Services. If at any time during the Term, in the Catapult’s reasonable opinion, any Services carried out and/or any Deliverables delivered are not of a sufficiently high standard, the Catapult may (without prejudice to any other right or remedy of the Catapult) notify the Supplier and the Supplier shall ensure that such Services and/or Deliverables are, to the extent necessary, re-performed or revised at the Supplier’s cost and expense within five (5) Working Days of receipt of such notice by the Supplier, or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing those Services and/or Deliverables (or the rejected part thereof). The parties 4.1 GatenbySanderson shall use reasonable endeavours to agree provide the proportion of Services, and to deliver the Fees relating Deliverables to such rejected Services and/or Deliverables (or part thereof). If the parties are unable to agree on the proportion of the Fee relating to such Services and/or Deliverables (or part thereof), the parties shall submit to binding arbitration in LondonClient, in accordance with the Rules SOW in all material respects. 4.2 GatenbySanderson shall use reasonable endeavours to meet any performance dates specified in the SOW, but any such dates shall be estimates only and time for performance by GatenbySanderson shall not be of the London Court of International Arbitration essence. 4.3 GatenbySanderson shall use reasonable endeavours to determine observe all health and safety rules and regulations and any other reasonable security requirements that apply at the relevant proportion Client’s premises and that have been communicated to it under clause 5.1.6. 4.4 GatenbySanderson shall not be liable for any delay in or failure in providing the Services which is caused by or contributed to by the Client's failure to: 4.4.1 grant GatenbySanderson access to the location where the Services are to be performed; 4.4.2 provide GatenbySanderson with adequate instructions in respect of the Fees. All fees and Services; or 4.4.3 provide GatenbySanderson with any Client Materials. 4.5 If during a Project, GatenbySanderson is prevented or delayed in performing the Services by any cause attributable to the Client, GatenbySanderson (without prejudice to its other rights): 4.5.1 may suspend performance of the Services until the Client remedies its default; 4.5.2 shall not be liable for any costs relating to such arbitration shall be shared equally or losses sustained by the partiesClient as a result of such suspension; and 4.5.3 may charge the Client (and the Client shall pay under this Agreement) costs or losses incurred by GatenbySanderson arising from the Client's default. 4.6 If GatenbySanderson agrees to undertake a Project for the Client, GatenbySanderson will make all necessary arrangements to ensure the appropriate personnel and resources are available on the agreed dates. If the Catapult rejects Client subsequently wishes to cancel or postpone the agreed project date(s), GatenbySanderson will discuss whether substitute work to replace the work that has been cancelled or postponed can be carried out on the days arranged for the original work. If this is not possible, the following cancellation charges will apply (unless agreed otherwise), in addition to the expenses set out in clause 4.7: 5 Business Days or less from Project start date 100 10 Business Days or less from Project start date 50 15 Business Days or less from Project start date 25 10 Business Days or less from Project start date 100 20 Business Days or less from Project start date 50 30 Business Days or less from Project start date 25 4.7 In addition to the cancellation charges set out in clause 4.6, the Client shall also be liable for any Services and/or Deliverables (as applicable) pursuant costs associated with any psychometric tools or assessments that have been launched prior to Clause 8.1 twice during the Term then the Catapult cancellation/postponement or any non-refundable expenses that have been incurred, including without limitation any booked travel. All such costs shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and products of recoverable from the Services (including the Deliverables) shall be deemed complete and delivered Client in full only when the provisions irrespective of this Agreement have been complied with in full and the Catapult has provided a written any notice of acceptance of the relevant Services and Deliverables to the Supplier (the “Acceptance Notice”)period given.

Performance of the Services. If at any time during 6.1 The Vendor shall commence and complete the TermServices by the date specified by Purchaser, as contained in the Catapult’s Contract herein or to meet such other dates as agreed by the Parties herein and such date must be adhered to strictly by the Vendor. 6.2 Purchaser reserves the right to make alterations from time to time to the date for and/or place for the supply of any Services, upon giving reasonable opinionnotice to the Vendor. 6.3 It is hereby agreed by the Parties that time shall be of the essence of each Contract. Failure by the Vendor to complete the Services on the date so specified or notified or further specified or notified by Purchaser shall, any Services carried out and/or any Deliverables delivered are not of a sufficiently high standard, the Catapult may (without prejudice to any other right rights or remedy remedies of the Catapult) notify the Supplier and the Supplier shall ensure that such Services and/or Deliverables arePurchaser, entitle Purchaser to the extent necessary, re-performed or revised at the Supplier’s cost and expense within five (5) Working Days of receipt of such notice by the Supplier, or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing reject those Services and/or Deliverables (terminate the whole or the rejected any unfulfilled part thereof). The parties shall use reasonable endeavours to agree the proportion of the Fees relating Contract pursuant to such rejected which they were to be delivered without further liability of Purchaser to the Vendor or if Purchaser is still interested to continue with the Services, Purchaser reserves its rights to obtain from the Vendor liquidated damages at a percentage calculated based on the total value of the Services contracted for failure to perform the Services during the term of the Contract as stated in the respective Purchase Order and/or Deliverables (Work Order. This liquidated damages shall include 10% administrative charges on the differences and transportation cost in connection with any alternative procurement or part thereof). If a minimum of RM50, whichever higher, if applicable. 6.4 In the parties are event that the Vendor is unable to agree on complete the proportion Services by a certain date specified by Purchaser and provided that the Vendor seeks and Purchaser agrees to extend the time for completion of the Fee relating to such Services and/or Deliverables (or part thereof)Services, the parties Vendor shall submit to binding arbitration in London, in accordance with complete the Rules Services before the expiry of the London Court of International Arbitration to determine the relevant proportion of the Fees. All fees and costs relating to such arbitration shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult extended time period failing which Purchaser shall be entitled to terminate this Agreement pursuant whole or any unfulfilled part of the Contract without any liability whatsoever to Clause 19.4.1. The Services and products the Vendor. 6.5 Unless stated to the contrary in a Contract, Purchaser shall not be obliged to accept completion of the Services (including by instalments. If, however, in its discretion Purchaser does specify or agree to accept completion of the Deliverables) Services by instalments, completion of any one instalment of Services later than the date so specified or agreed shall, without prejudice to any other rights or remedies of Purchaser, entitle Purchaser to terminate the whole or any unfulfilled part of the Contract without further liability of Purchaser to the Vendor. 6.6 The Vendor shall ensure that in all respects the Services comply with all relevant requirements of any statute, statutory rule or order, or other instruments having the force of law, which may be in force in providing the Services. 6.7 The Vendor hereby irrevocably and unconditionally acknowledges and agrees that Purchaser may notify the Vendor in writing of a variation to the Services at any time. If the variation results in any increase in the scope of which the Services are to be undertaken, the fees payable and time period for completion of the Services shall be deemed complete and delivered in full only when adjusted which adjustment shall be upon such terms as may be agreed to between the provisions of this Agreement have been complied with in full and the Catapult has provided a written notice of acceptance of the relevant Services and Deliverables to the Supplier (the “Acceptance Notice”)Parties.

Performance of the Services. If at Subject to the terms and conditions of this Agreement and CPP’s request and direction, SANOFI will perform for CPP the Services described in SOWs executed by the parties. Each SOW shall contain detailed Service descriptions, Specifications, and Requirements for the Services to be performed, and may also include but not be limited to timelines, payment terms, and deliverables. 4.1.1 SANOFI warrants to the exclusion of any time during other warranties in this Agreement other than those set forth in Article 14 and without exclusion or limitation of any warranties provided under the TermSupply Agreement, that: (i) the Services shall be performed in a competent and professional-like manner, in accordance with good, generally recognized professional standards applicable to those similarly situated in SANOFI’s industry, and by personnel suitably qualified to perform the Catapult’s reasonable opinionServices; (ii) SANOFI is the lawful owner, licensee or has proper legal rights to use the equipment, facilities, methods, technology and programs that SANOFI or its Affiliates will use for providing the Services and will meet the requirements of all applicable laws, regulations and standard inspection criteria; (iii) Where applicable, all deliverables will satisfy the applicable specifications set forth in the pertinent SOW; (iv) SANOFI has the right to assign the Results and corresponding Intellectual Property Rights to Client, and otherwise grant the rights granted to Client under this Agreement free and clear of any encumbrances; (v) SANOFI has not entered into any agreement that would grant any third party, or otherwise create any encumbrance upon, any Results; (vi) in providing the Services carried out and producing the Results, Contractor will not knowingly infringe or misappropriate any Intellectual Property Rights of any third party; and (vii) the representations and warranties of SANOFI set forth in Section 9.2 (except for 9.2(i)) of the Supply Agreement are incorporated herein by this reference as if set forth in full, mutatis mutandis. 4.1.2 Each Party shall notify the other Party in writing, as soon as it becomes aware thereof, of any changes in the pending processes, methods, specifications and/or manufacturing processes, which could affect the performance of the Services and/or the Results pursuant to the Requirements. To that respect both Parties shall endeavor to agree upon any Deliverables delivered are not necessary actions and schedule modification resulting therefrom, including if needed appropriate adjustments to the prices defined in Section 5.1 in accordance with the procedures relating to Change Orders in Section 4.1.4 below. Such Change Order shall be approved, in writing, by the Parties before implementation. 4.1.3 SANOFI shall generate and maintain adequate, true and accurate tangible or electronic books, records, test and laboratory data, reports and other information relating to the Services conducted under this Agreement and in particular of a sufficiently high standardall Results, data and developments made pursuant to its efforts under this Agreement (collectively, the Catapult may (without prejudice “Records”). Upon request by CPP, SANOFI shall provide any and all Records. In addition to any other right or remedy interim reports required under a particular SOW, upon completion of Services outlined in a particular SOW, SANOFI shall prepare a final report summarizing all Services and Results related to such particular SOW, containing all Results. SANOFI must retain the Catapult) notify the Supplier and the Supplier shall ensure that such Services and/or Deliverables are, to the extent necessary, re-performed or revised Records for at the Supplier’s cost and expense within least five (5) Working Days years following the date of completion of the Services under the SOW to which the Records and, upon CPP’s request, will deliver them to CPP at CPP’s expense and direction. 4.1.4 If necessary for the performance of the Services, CPP shall have the right to give technical and scientific direction in relation to the development process and Services provided under any particular SOW. SANOFI shall promptly consider implementation of such direction. If SANOFI believes, in good faith, that the implementation of that direction will materially change a particular SOW by increasing the scope of the Services, the effort required to deliver deliverables, or extending the timeline to complete the Services, then within ten (10) business days after SANOFI’s receipt of such notice by the Supplier, CPP’s technical or such scientific direction or any other period time as the Catapult and the Supplier Parties may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 aredetermine, SANOFI will so notify CPP in the writing (each such writing, a "Change Notice") reflecting SANOFI’s reasonable opinion determination of the Catapultconsequent changes to the applicable portion of the SOW, still not including any applicable changes to a suitably high standardthe Services, then deliverables, delivery schedule, and payments and payment schedule, if any, that will apply to the Catapult shall notify implementation of the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing those Services and/or Deliverables (or the rejected part thereof)direction. The parties shall use reasonable endeavours Parties will diligently negotiate the proposed terms of the Change Notice in good faith, although neither party is obligated to agree the proportion to any Change Notice. Upon full execution of the Fees relating agreed-upon Change Order, the Change Order will be effective and constitute an amendment to such rejected Services and/or Deliverables (the applicable SOW. Neither Party will unreasonably withhold or part thereof)delay its agreement to revisions to the SOW, except if either party disputes in good faith the need for those changes, the Parties will attempt to promptly and amicably resolve the dispute by discussions between the executive management of each Party. If the parties are unable to Parties do not agree on the proportion revisions to the applicable SOW within ten (10) business days after CPP’s receipt of the Fee relating Change Notice and neither Party elects to such Services and/or Deliverables (or part thereof)seek to resolve the dispute through discussion between executive management, the parties shall submit then-existing SOW will remain in full force and effect without regard to binding arbitration in Londonthe Change Notice, and neither Party will have any further obligation with respect to the applicable Change Notice. 4.1.5 If CPP elects to have an employee or agent visit SANOFI’s facilities related to the Services, CPP will inform SANOFI, in accordance writing and with the Rules sufficient notice, of the London Court name(s) of International Arbitration its employee(s) visiting the premises. In this case, such employee must comply with SANOFI’s policy with respect to determine visitors, control, security, hygiene, health and safety rules applicable at the relevant proportion SANOFI’s premises. SANOFI will communicate these instructions to CPP prior to the arrival of CPP’s personnel on SANOFI’s premises. Such CPP personnel shall be informed of such rules and CPP shall be responsible for the respect of said rules by its personnel. Each visit shall be scheduled by mutual agreement of the Feesparties and shall not exceed more than two business days per visit. All fees and costs relating CPP will not have the right to such arbitration shall be shared equally by the parties. conduct more than two visits per calendar year. 4.1.6 If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant parties mutually agree that an agent or employee of SANOFI has to Clause 8.1 twice during visit CPP’s facilities to perform services for the Term then the Catapult shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and products purpose of the Services (including on any CPP’s site, SANOFI and CPP will agree upon dates and SANOFI will inform CPP, in writing and with sufficient notice, of the Deliverablesname(s) of its employee(s) visiting the premises. In this case, such employee must comply with CPP’s policy with respect to visitors, control, security, hygiene, health and safety rules applicable at the CPP’s premises. CPP will communicate these instructions to SANOFI prior to the arrival of SANOFI’s personnel on CPP’s premises. Such SANOFI’s personnel shall be deemed complete informed of such rules and delivered in full only when SANOFI shall be responsible for the provisions respect of this Agreement have been complied with in full and the Catapult has provided a written notice of acceptance of the relevant Services and Deliverables to the Supplier (the “Acceptance Notice”)said rules by its personnel.

Performance of the Services. If (i) Subject to the terms and upon the conditions of this Agreement, throughout the Term Contractor shall, at any time during its sole cost and expense but subject to its receipt of the TermO&M Compensation as set forth in Attachment B, in perform the Catapult’s reasonable opinionServices, any Services carried out and/or any Deliverables delivered are which shall include, but not of a sufficiently high standardbe limited to, the Catapult may (without prejudice to any other right or remedy management, xxxxxxx, supervision, operation and maintenance of the Catapult) notify FPSO, the Supplier management and operation of the Additional Equipment, the O&M FPSO Work and the Supplier Redelivery Survey (if such Redelivery Survey is agreed in writing by the Parties), and shall maintain the FPSO in a good state of repair, order and condition in order that the FPSO remains fit for the service required of her as described in this Agreement and the Specifications. In particular, Contractor shall ensure that the FPSO is at all times classified as a floating production storage and offloading vessel with the Classification Society and shall, subject to Contractor’s receipt of the O&M Compensation as provided in Attachment B, pay the costs and take such actions to meet all requirements made by the Classification Society to maintain the FPSO Classification. Further, Contractor shall maintain the FPSO and Additional Equipment in the same state of repair, order and condition as on the Delivery Date, and Contractor shall maintain the FPSO and Additional Equipment in the same state of repair, order and condition as described in the Specifications, with exception for normal wear and tear. Contractor shall undertake and maintain a timely preventative maintenance program and take steps to make repairs or correct deficiencies promptly and effectively in accordance with acceptable standards of first class commercial ship management, maritime industry practices and petroleum industry practices. In addition to other obligations and duties hereunder, Contractor shall provide or perform all of the Services and/or Deliverables are, described in the Attachments and in this Agreement. Unless expressly provided to the extent necessarycontrary in this Agreement, re-performed Contractor’s obligations to pay for costs and expenses to perform the Services shall be subject to a right of reimbursement in respect of any such costs and expenses qualifying as Reimbursable Costs in accordance with Attachment B. (ii) Unless otherwise expressly provided in this Agreement (including as provided in Article 27), the O&M Compensation shall cover and include all the costs and expenses incurred or revised at the Supplier’s cost and expense within five (5) Working Days of receipt of such notice to be incurred by the Supplier, Contractor to provide or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion perform all of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier and there shall not be entitled to charge any Fees other payments made by Company for Contractor’s provision or Expenses for the work carried out in performing those Services and/or Deliverables (or the rejected part thereof). The parties shall use reasonable endeavours to agree the proportion performance of the Fees relating Services. Subject to such rejected Services and/or Deliverables (or part thereof). If the parties are unable to agree on the proportion of the Fee relating to such Services and/or Deliverables (or part thereof), the parties shall submit to binding arbitration in London, in accordance with the Rules of the London Court of International Arbitration to determine the relevant proportion of the Fees. All fees and costs relating to such arbitration shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and products of the Services (including the Deliverables) shall be deemed complete and delivered in full only when the provisions of Clause 3.3, any repair, maintenance, part or equipment replacement or overhaul of the FPSO or Additional Equipment required by the Classification Society or for which Contractor is obligated under this Agreement have been complied to perform in connection with in full and the Catapult has provided a written notice of acceptance Services, including, but not limited to, any work under Clause 5.8 (such work is herein referred to collectively, as the “O&M FPSO Work”), shall subject to Contractor’s receipt of the relevant Services O&M Compensation as provided in Attachment B, be undertaken and Deliverables paid for by Contractor; provided, however, if the O&M FPSO Work is or is likely to be insured under the Supplier FPSO Insurance Cover enabling Contractor to make a claim for such work, Contractor shall promptly notify Company of such O&M FPSO Work and Contractor shall inquire and, if appropriate, make a claim with the underwriters for payment under such FPSO Insurance Cover. Contractor shall file any such claim, and Company and Contractor shall jointly participate in the pursuit of the claim with and endeavor to obtain insurance proceeds from the underwriters under the FPSO Insurance Cover. Contractor shall nevertheless perform the O&M FPSO Work as required, and Company shall pay Contractor the O&M Compensation associated with the performance of such O&M FPSO Work; provided that all insurance proceeds (net of any deductions in respect of any deductible amounts) received from or paid by any member of the “Acceptance Notice”).underwriters to any member of Contractor Group in respect of such O&M FPSO Work shall be credited against the corresponding O&M FPSO Work costs paid by Company;

Performance of the Services. If at any time during 6.1 The Vendor shall commence and complete the TermServices by the date specified by Purchaser, as contained in the Catapult’s Contract herein or to meet such other dates as agreed by the Parties herein and such date must be adhered to strictly by the Vendor. 6.2 Purchaser reserves the right to make alterations from time to time to the date for and/or place for the supply of any Services, upon giving reasonable opinionnotice to the Vendor. 6.3 It is hereby agreed by the Parties that time shall be of the essence of each Contract. Failure by the Vendor to complete the Services on the date so specified or notified or further specified or notified by Purchaser shall, any Services carried out and/or any Deliverables delivered are not of a sufficiently high standard, the Catapult may (without prejudice to any other right rights or remedy remedies of the Catapult) notify the Supplier and the Supplier shall ensure that such Services and/or Deliverables arePurchaser, entitle Purchaser to the extent necessary, re-performed or revised at the Supplier’s cost and expense within five (5) Working Days of receipt of such notice by the Supplier, or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier shall not be entitled to charge any Fees or Expenses for the work carried out in performing reject those Services and/or Deliverables (terminate the whole or the rejected any unfulfilled part thereof). The parties shall use reasonable endeavours to agree the proportion of the Fees relating Contract pursuant to such rejected which they were to be delivered without further liability of Purchaser to the Vendor or if Purchaser is still interested to continue with the Services, Purchaser reserves its rights to obtain from the Vendor liquidated damages at a percentage calculated based on the total value of the Services contracted for failure to perform the Services during the term of the Contract as stated in the respective Purchase Order and/or Deliverables (Work Order. This liquidated damages shall include 10% administrative charges on the differences and transportation cost in connection with any alternative procurement or part thereof). If a minimum of KHR46,000.00/USD11.50, whichever higher, if applicable. 6.4 In the parties are event that the Vendor is unable to agree on complete the proportion Services by a certain date specified by Xxxxxxxxx and provided that the Vendor seeks and Purchaser agrees to extend the time for completion of the Fee relating to such Services and/or Deliverables (or part thereof)Services, the parties Vendor shall submit to binding arbitration in London, in accordance with complete the Rules Services before the expiry of the London Court of International Arbitration to determine the relevant proportion of the Fees. All fees and costs relating to such arbitration shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult extended time period failing which Purchaser shall be entitled to terminate this Agreement pursuant whole or any unfulfilled part of the Contract without any liability whatsoever to Clause 19.4.1. The Services and products the Vendor. 6.5 Unless stated to the contrary in a Contract, Purchaser shall not be obliged to accept completion of the Services (including by instalments. If, however, in its discretion Purchaser does specify or agree to accept completion of the Deliverables) Services by instalments, completion of any one instalment of Services later than the date so specified or agreed shall, without prejudice to any other rights or remedies of Purchaser, entitle Purchaser to terminate the whole or any unfulfilled part of the Contract without further liability of Purchaser to the Vendor. 6.6 The Vendor shall ensure that in all respects the Services comply with all relevant requirements of any statute, statutory rule or order, or other instruments having the force of law, which may be in force in providing the Services. 6.7 The Vendor hereby irrevocably and unconditionally acknowledges and agrees that Purchaser may notify the Vendor in writing of a variation to the Services at any time. If the variation results in any increase in the scope of which the Services are to be undertaken, the fees payable and time period for completion of the Services shall be deemed complete and delivered in full only when adjusted which adjustment shall be upon such terms as may be agreed to between the provisions of this Agreement have been complied with in full and the Catapult has provided a written notice of acceptance of the relevant Services and Deliverables to the Supplier (the “Acceptance Notice”)Parties.

Performance of the Services. If a) Provider shall provide all Services (a) in a professional, careful, skillful, competent and workmanlike manner in accordance with generally accepted industry practices for such Services prevailing at any the time during and place where the TermService is being performed, (b) in a manner free from defect in material or workmanship, (c) in conformance with the specifications, requirements, or instructions contained in a PO, SOW, or otherwise in the Catapult’s Agreement, and (d) in a timely manner within the deadlines, timeframes and other milestones mutually agreed by the Parties in the applicable PO, SOW or otherwise in writing. b) Provider shall comply with all of Customer(s)’ internal rules and regulations while on Customer(s)’ premises. c) Provider reserves the right to make staffing changes upon reasonable opinion, any notice to the Adtran contact from time to time. Adtran shall have the right to request replacement of Employees if such Employees performing Services carried out and/or any Deliverables delivered are not deemed satisfactory to Adtran. In the event of a sufficiently high standardany Employee change, the Catapult may (without prejudice to any other right or remedy of the Catapult) notify the Supplier and the Supplier shall ensure that such Services and/or Deliverables are, to the extent necessary, re-performed or revised at the Supplier’s cost and expense within five (5) Working Days of receipt of such notice by the Supplier, or such other period as the Catapult and the Supplier may agree. If any re-performed or revised Services and/or Deliverables under Clause 8.1 are, in the reasonable opinion of the Catapult, still not to a suitably high standard, then the Catapult shall notify the Supplier that the Catapult rejects such Services and/or Deliverables, or any part thereof, in which case the Supplier Adtran shall not be entitled charged for any expenses associated with any Employee changes by Provider. d) When Provider’s has completed the Services described in a PO or SOW, Provider shall submit written notification of such fact to charge any Fees or Expenses for the work carried out in performing those Services and/or Deliverables Adtran. Adtran shall have an acceptance period not to exceed forty-five (or the rejected part thereof). The parties shall use reasonable endeavours to agree the proportion of the Fees relating to such rejected Services and/or Deliverables (or part thereof)45) days. If the parties are unable to agree on the proportion Adtran issues a notice of the Fee relating to non- acceptance during such period, Provider shall remedy such non-accepted Services and/or Deliverables (or part thereof), the parties shall submit to binding arbitration as provided in London, in accordance with the Rules of the London Court of International Arbitration to determine the relevant proportion of the FeesSection 9.1. All fees and costs relating to such arbitration Services shall be shared equally by the parties. If the Catapult rejects any Services and/or Deliverables (as applicable) pursuant to Clause 8.1 twice during the Term then the Catapult shall be entitled to terminate this Agreement pursuant to Clause 19.4.1. The Services and products considered accepted upon Xxxxxx’s issuance of the Services (including the Deliverables) shall be deemed complete and delivered in full only when the provisions of this Agreement have been complied with in full and the Catapult has provided a written notice of acceptance or at the end of the relevant forty-five (45) day period if not rejected. e) Provider shall supply the appropriate personnel to investigate any reported deficiencies found by Adtran or Customer(s) during the acceptance period. f) In the event Provider becomes aware of any potential financial or personnel issues or conditions that might adversely affect Provider’s performance hereunder, Provider shall immediately notify Adtran of such issues. g) Provider agrees to utilize the tools, systems, reporting and applications specified by Adtran, which includes but is not limited to spreadsheet updates, entries into tracking and planning databases, mobile applications, purchase orders, invoicing and other reports, tools and systems designated by Adtran. Provider shall submit reports to Adtran in the reporting format designated by Adtran, which will be reasonable and customary in the industry, as may be modified by Adtran from time to time. Any deviation from, or insistence by Provider to utilize anything other than, the Adtran-specified tools, systems, reports and/or applications shall be at Provider’s sole cost and expense, including any costs Adtran incurs as a result thereof. h) Provider expressly understands and agrees that, while performing the Services or otherwise acting within the scope of the Agreement, Provider and Deliverables all of its Employees shall at all times identify and present themselves as Adtran and shall not do anything to indicate to Customers or any other third party that the Supplier (Services are being performed by anyone other than Adtran. By way of example, and not an exhaustive list, prohibited activities include, but are not limited to, Provider holding itself out as anyone other than Adtran; direct or indirect written or electronic communications using non- Adtran logos, company name, letterhead or web address; Employees performing Services while wearing apparel with the “Acceptance Notice”)name and/or logo of any company other than Adtran; making or receiving telephone communications as anyone other than Adtran; and anything else that may indicate or imply the services are being provided by a non- Adtran person or company.