Common use of The Consultant’s obligations Clause in Contracts

The Consultant’s obligations. Subject to clause 2.1, from the relevant Services Commencement Date the Consultant shall provide the Services and Additional Services in accordance with these Terms and Conditions as may be amended in the Services Order and/or any Additional Services Instruction. The Consultant will provide the Services and/or any Additional Services, including delivering the Key Deliverables by the specified Milestones: exercising the degree of reasonable skill, care and diligence to be expected of a properly qualified and competent professional consultant experienced in undertaking services of a similar nature to the Services; and regularly and diligently; in accordance with any reasonable instructions notified to it by the Client from time to time; and in accordance with all applicable laws and regulations Insofar as the Services and/or any Additional Services require the Consultant to specify materials for use in any works at the Site and/or the Consultant does so specify such materials, the Consultant shall exercise the degree of reasonable skill, care and diligence referred to in clause 4.2.1 so as not to specify any Deleterious Materials. The Consultant, its employees, agents, representatives and sub-contractors will at all times maintain high ethical standards and adhere to, and act in accordance with, Crest Nicholson’s ‘Supply Chain Code of Conduct’ (as amended and updated from time to time). A copy of the latest version will be available during the Term from Crest Nicholson’s website at: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/legal-information/supply-chain. Any breach by the Consultant or the Consultant’s Employees (whether with or without the Consultant’s knowledge) of the ‘Supply Chain Code of Conduct’ will be deemed to be a material breach for the purposes of Clause 8. The Consultant will supply the Client with such information and reports, including any copies, as the Client reasonably requires in relation to the provision of the Services and any Additional Services. Upon request by the Client, the Consultant will execute and deliver without additional charge to the Client up to four (4) collateral warranties in such form as may be reasonably required by the Client and agreed between the Client and the Consultant and/or up to four (4) letters of reliance in such form as may be reasonably required by the Client and agreed between the Client and the Consultant each in favour of any person having and/or acquiring an interest in the Site or Sites or any part or parts thereof (excluding any purchaser, tenant or funder/mortgagee of a single residential unit). Any collateral warranties and/or letters of reliance in excess of the numbers required by clause 4.7 as may be required by the Client may be subject to the payment of a reasonable fee by the Client. Where any warranties and/or letters of reliance requested by the Client pursuant to clause 4.7 and/or clause 4.8 have not been executed and delivered to the Client by the Consultant within 14 days of receipt of the necessary engrossment or engrossments, without prejudice to any other remedy it may have, the Client may, notwithstanding any other provision of these Terms and Conditions, retain, deduct and/or withhold the entirety of any sum as may be or may become due to the Consultant under the relevant Services Order until such time as the said warranties and/or letters of reliance have been satisfactorily executed and delivered to the Client.

The Consultant’s obligations. Subject to clause 2.1, from the relevant Services Commencement Date 4.1 Upon appointment by Crest Xxxxxxxxx the Consultant shall agrees to provide the Services and Additional Services in accordance with these Terms and Conditions as may be amended in the Services Order and/or any Additional Services Instruction. provisions of this Agreement. 4.2 The Consultant will will, during the term of this Agreement, provide the Services and/or any Additional Services, including delivering the Key Deliverables by the specified Milestones: exercising the degree of : (a) with reasonable skill, care and diligence to be expected of a properly qualified and competent professional consultant experienced in undertaking services of a similar nature to the Servicesdiligence; and regularly and diligently; and (b) in accordance with any reasonable instructions notified to it by the Client Crest Xxxxxxxxx from time to time; and in accordance with . 4.3 At all applicable laws and regulations Insofar as the Services and/or any Additional Services require the Consultant to specify materials for use in any works at the Site and/or the Consultant does so specify such materialstimes during this Agreement, the Consultant shall exercise the degree of reasonable skill, care and diligence referred to in clause 4.2.1 so as not to specify any Deleterious Materials. The Consultant, its employees, agents, representatives and sub-contractors will at all times maintain high ethical standards and adhere to, and act in accordance with, Crest Nicholson’s ‘Supply Chain Code of Conduct’ Conduct (as amended and updated from time to time). A copy of the latest version will be available during the Term term of this Agreement from Crest Nicholson’s website at: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/legal-information/supply-chain. xxxxx://xxx.xxxxxxxxxxxxxx.xxx/legal- information/supply-chain. 4.4 Any breach by the Consultant or the Consultant’s Employees , its employees, agents, representatives and sub-contractors (whether with or without the Consultant’s knowledge) of the ‘Supply Chain Code of Conduct’ Conduct will be deemed to be a material breach of this Agreement for the purposes purpose of Clause 8. . 4.5 The Consultant will employ or engage an adequate number of suitably qualified, skilled and experienced individuals in order to deliver the Services in accordance with this Agreement. 4.6 The Consultant will supply the Client Crest Xxxxxxxxx with such information and reports, including any copies, as the Client Crest Xxxxxxxxx reasonably requires in relation to the provision of the Services and any Additional Services. . 4.7 Upon request by the ClientCrest Xxxxxxxxx, the Consultant will execute and deliver without additional charge to the Client sign up to four two (42) collateral warranties in such form as may be reasonably required by the Client and agreed between the Client and the Consultant and/or up to four (4) letters of reliance in such form as may be reasonably required by the Client and agreed between the Client and the Consultant each in favour of any person having and/or acquiring an interest in the a Site or Sites or any part or parts thereof (excluding any purchaser, tenant or funder/mortgagee funder of a single residential unit). Any ) that has been designed by the Consultant free of charge, and any additional collateral warranties and/or letters of reliance in excess of the numbers that are required by clause 4.7 as may be required by the Client may be Crest Xxxxxxxxx subject to the payment of a reasonable fee by Crest Xxxxxxxxx. Such warranties will be in a form reasonably required by Crest Xxxxxxxxx and agreed by the Clientparties. Where any such warranties and/or letters of reliance requested by the Client pursuant to clause 4.7 and/or clause 4.8 have not been executed and delivered to the Client provided by the Consultant within 14 days of receipt of the necessary engrossment or engrossments, without prejudice to any other remedy it may have, the Client Crest Xxxxxxxxx may, notwithstanding any other provision provisions of these Terms and Conditionsthis Agreement, retain, deduct withhold any payment due and/or withhold the entirety of any sum as may be or may become due to the Consultant payable under the relevant Services Order this Agreement until such time as the said warranties and/or letters of reliance have been satisfactorily executed and delivered to Crest Xxxxxxxxx. 4.8 Where, as part of the ClientServices, the Consultant is required to produce 'final construction drawings these must be clear and compatible for use by a CAD draughtsman without interpretation by an engineer. 4.9 Where ‘as-built’ drawings are requested by Crest Xxxxxxxxx, the Consultant must provide these. The drawings must be clear and compatible for use by a CAD draughtsman without interpretation by an engineer. Any additional fees for producing such drawings will be agreed by both parties prior to the Commencement Date. 4.10 In cases where Crest Xxxxxxxxx request drawings based on site record information, the Consultant will provide these using site record information provided by Crest Xxxxxxxxx. The drawings must be clear and compatible for use by a CAD draughtsman without interpretation by an engineer. The Consultant will not be liable for the accuracy and completeness of the site record information provided by Crest Xxxxxxxxx and may rely on it without review.

The Consultant’s obligations. Subject to clause 2.1, from the relevant Services Commencement Date The Client appoints the Consultant shall to provide the Project Services and Additional Services in accordance with these Terms and Conditions as may be amended in on the Services Order and/or any Additional Services terms of this Instruction. The In performing the Project Services under this Instruction, the Consultant will provide exercise the Services and/or any Additional Services, including delivering the Key Deliverables by the specified Milestones: exercising the degree of reasonable skill, care and diligence to be expected of a properly qualified and competent professional consultant experienced in undertaking services carrying out work of a similar nature size, scope and complexity to the Project Services; and regularly and diligently; in accordance . Without prejudice to Paragraph 2.2, the Consultant shall: comply with any all reasonable instructions notified to it and directions given by the Client from time in connection with the Project Services; keep the Client fully informed of the progress of the Project Services; perform the Project Services with reasonable skill, care and diligence and so as not to timedelay any other member of the Professional Team or any Contractor in the performance of the Building Contract, having regard to the Construction Period and any construction programme for that Project as agreed by the Client and Contractor; notify the Client in writing of the reason and impact of the likely delay if the Consultant is prevented or delayed in accordance performing the Project Services for any reason and use all reasonable endeavours to resume and expedite the performance of the Project Services so as to complete them; use all reasonable endeavours to ensure that the Project is completed within its projected Construction Period and budget; advise the Client as soon as reasonably practicable of any matters that are reasonably likely to delay the completion of that Project or increase the cost of a Project, together with all applicable laws and regulations Insofar any recommended measures to reduce or avoid such delays or cost increases; provide the Client or any person specified by the Client with such information as the Services and/or any Additional Services Client may reasonably require the Consultant to specify materials for use provide; give the Client such reasonable assistance as the Client may require in assessing any works at claims made by the Site and/or Contractor, any other member of the Consultant does so specify such materialsProfessional Team or any other party engaged on that Project and their likely effect on the Project; liaise and communicate with the Contractor, any other member of the Consultant shall Professional Team or any other party engaged on that Project with a view to ensuring that the Client is regularly provided with progress reports on that Project and any actual or likely problems; deliver the Project Services in accordance with their Framework Tender; in delivering Project Services comply with the Client’s Policies which have been brought to its attention; in delivering the Project Services comply with all applicable Laws and Regulatory Requirements; and cooperate with the Client in order to deal with any complaints made in relation to the Project Services in accordance with the Client’s complaints policy either (as applicable) as listed in Schedule 9 [Red Kite’s Policies] or as referred to in the Instruction. The Consultant, subject to the exercise the degree of reasonable skill, care and diligence referred as required by Paragraph 2.2, warrants that it: has not specified and will not specify for use; has, within the scope of its inspection duties, exercised and will continue to exercise the reasonable skill, care and diligence defined in clause 4.2.1 so as Paragraph 2.2 to see that there are not used; is not aware and has no reason to specify suspect or believe that there have been or will be used; and will promptly notify the Client in writing if the Consultant becomes aware or has reason to suspect or believe that there have been or will be used; in connection with a Project, any Deleterious goods, products, materials or substances other than in accordance with the guidance in the version of the publication ‘Good Practice in the Selection of Construction Materials’ by the British Council for Offices current at the date of this Instruction, or any other materials that are not in accordance with all applicable health and safety legislation or British and European Union Standards and Codes of Practice or are generally known at the time of specification to be prejudicial to health or safety or to the integrity of buildings. If in the performance of its duties under this Instruction the Consultant becomes aware that it or any other person has used or specified for use, or authorised or approved the specification or use by any Contractor, other member of the Professional Team or other party engaged on the Project of any such goods, products, materials or substances the Consultant will notify the Client in writing immediately. The Consultant shall in accordance with Paragraph 2.2 perform the Project Services so that no negligent act, negligent omission or negligent default of the Consultant shall constitute, cause or contribute to any breach of the Client’s obligations under the Building Contract, appointment of any other member of the Professional Team or other document related to a Project a copy of which has been provided to the Consultant in such time as is reasonable to enable the Consultant to have regard to such a document. In relation to each Project, the Consultant shall: work together with the Client, Contractor(s), other members of the Professional Team and any other party appointed to that Project in an open, co-operative and collaborative manner and in a spirit of mutual trust and respect for the benefit of that Project within the scope of its respective roles, expertise and responsibilities; share all knowledge and information with the Client, Contractor, other members of the Professional Team and any other party engaged on the Project which is or could become of assistance to them in connection with that Project (apart from knowledge or information which is a trade secret or protected by privilege); and give and welcome honest feedback on performance from the Client and any other party involved with that Project. The Consultant shall comply with its obligations under the CDM Regulations applying to the disciplines and roles (including as a ‘designer’) for which the Consultant is appointed in relation to the Project. The Consultant shall co-operate with the Health and Safety Advisor, the Principal Contractor, the Principal Designer (where the Consultant is not itself the Principal Designer), the Contractor, other members of the Professional Team, subcontractors and any other persons employed or engaged in connection with a Project, so far as is reasonably necessary to enable each of them to comply with their respective obligations under the CDM Regulations in relation to the Project. Where the Consultant is appointed as Principal Designer for the Project the Consultant warrants that the Consultant, its employees, agents, representatives : is and sub-contractors will at all times maintain high ethical standards and adhere to, and act in accordance with, Crest Nicholson’s ‘Supply Chain Code be competent to perform the role of Conduct’ (as amended and updated from time to time). A copy of Principal Designer under the latest version will be available during the Term from Crest Nicholson’s website at: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/legal-information/supply-chain. Any breach by the Consultant or the Consultant’s Employees (whether with or without the Consultant’s knowledge) of the ‘Supply Chain Code of Conduct’ will be deemed to be a material breach for the purposes of Clause 8. The Consultant will supply the Client with such information and reports, including any copies, as the Client reasonably requires CDM Regulations in relation to the Project; has allocated and will allocate adequate resources to enable it to comply with its obligations as Principal Designer under the CDM Regulations; has the competence, resources and capacity to, and shall, observe, perform and discharge and shall procure the observance and performance of any Code of Practice for the time being approved by the Health and Safety Executive pursuant to the Health and Safety at Work etc Xxx 0000 in connection with the CDM Regulations; and will provide or secure the provision to all persons responsible for the design of the Services and any Additional Services. Upon request by the Client, the Consultant will execute and deliver without additional charge Project all information in relation to the Client up to four (4) collateral warranties design and materials which might reasonably affect the health and safety of persons working on or in such form as may be reasonably required by the Client and agreed between the Client and the Consultant and/or up to four (4) letters of reliance in such form as may be reasonably required by the Client and agreed between the Client and the Consultant each in favour of any person having and/or acquiring an interest in the Site or Sites or any part or parts thereof (excluding any purchaser, tenant or funder/mortgagee of a single residential unit). Any collateral warranties and/or letters of reliance in excess of the numbers required by clause 4.7 as may be required by the Client may be subject relation to the payment of a reasonable fee by the Client. Where any warranties and/or letters of reliance requested by the Client pursuant to clause 4.7 and/or clause 4.8 have not been executed Project and delivered to the Client by the Consultant within 14 days of receipt of the necessary engrossment or engrossments, without prejudice to any other remedy it may have, the Client may, notwithstanding any other provision of these Terms its maintenance and Conditions, retain, deduct and/or withhold the entirety of any sum as may be or may become due to the Consultant under the relevant Services Order until such time as the said warranties and/or letters of reliance have been satisfactorily executed and delivered to the Clientrepair.

The Consultant’s obligations. Subject to clause 2.1, from the relevant Services Commencement Date the Consultant shall provide the Services and Additional Services in accordance with these Terms and Conditions as may be amended in the Services Order and/or any Additional Services Instruction. The Consultant will provide the Services and/or any Additional Services, including delivering the Key Deliverables by the specified Milestones: exercising the degree of reasonable skill, care and diligence to be expected of a properly qualified and competent professional consultant experienced in undertaking services of a similar nature to the Services; and regularly and diligently; in accordance with any reasonable instructions notified to it by the Client from time to time; and in accordance with all applicable laws and regulations Insofar as the Services and/or any Additional Services require the Consultant to specify materials for use in any works at the Site and/or the Consultant does so specify such materials, the Consultant shall exercise the degree of reasonable skill, care and diligence referred to in clause 4.2.1 so as not to specify any Deleterious Materials. The Consultant, its employees, agents, representatives and sub-contractors will at all times maintain high ethical standards and adhere to, and act in accordance with, Crest Nicholson’s ‘Supply Chain Code of Conduct’ (as amended and updated from time to time). A copy of the latest version will be available during the Term from Crest Nicholson’s website at: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/legal-information/supply-chain. Any breach by the Consultant or the Consultant’s Employees , its employees, agents, representatives and sub-contractors (whether with or without the Consultant’s knowledge) of the ‘Supply Chain Code of Conduct’ will be deemed to be a material breach for the purposes of Clause 8. The Consultant will employ or engage an adequate number of suitably qualified, skilled and experienced individuals in order to deliver the Services and any Additional Services. The Consultant will supply the Client with such information and reports, including any copies, as the Client reasonably requires in relation to the provision of the Services and any Additional Services. Upon request by the Client, the Consultant will execute and deliver without additional charge to the Client Client: up to four (4) collateral warranties substantially in the form attached at Schedule 5 of the Framework Agreement (or in such other form as may be reasonably required by the Client and agreed between the Client and the Consultant Consultant); and/or up to four (4) letters of reliance substantially in the form attached at Schedule 6 of the Framework Agreement (or in such other form as may be reasonably required by the Client and agreed between the Client and the Consultant Consultant); each in favour of any person having and/or acquiring an interest in the Site or Sites or any part or parts thereof (excluding any purchaser, tenant or funder/mortgagee of a single residential unit). Any collateral warranties and/or letters of reliance in excess of the numbers required by clause 4.7 4.8 as may be required by the Client may be subject to the payment of a reasonable fee by the Client. Where any warranties and/or letters of reliance been requested by the Client pursuant to clause 4.7 4.8 and/or clause 4.8 4.9 and such warranties and/or letters of reliance have not been executed and delivered to the Client by the Consultant within 14 days of receipt of the necessary engrossment or engrossments, without prejudice to any other remedy it may have, the Client may, notwithstanding any other provision of these Terms and Conditions, retain, deduct and/or withhold the entirety of any sum as may be or may become due to the Consultant under the relevant Services Order until such time as the said warranties and/or letters of reliance have been satisfactorily executed and delivered to the Client. Within fourteen days of receiving a written request from the Client, the Consultant shall: enter into a deed of novation with the Client and any party taking over the Client’s interest in the Site or a party appointed to the design and/or to construct a project on the Site on behalf of the Client in the form attached at Schedule 7 of the Framework Agreement; and simultaneously with such novation enter into a Collateral Warranty substantially in the form attached at Schedule 5 of the Framework Agreement in favour of the Client. Where, as part of the Services or Additional Services, the Consultant is required to produce 'final construction’ drawings these must be clear and compatible for use by a CAD/Revit draughtsman without interpretation by an engineer. Where ‘as-built’ drawings are requested by the Client, the Consultant must provide these. The drawings must be clear and compatible for use by a CAD/Revit draughtsman without interpretation by an engineer. Any request by the Client for the production of drawings not forming part of the Services or recorded in the Services Order will be instructed as Additional Services in relation to which the Consultant shall be entitled to Additional Fees to be determined on a fair and reasonable basis unless agreed between the Client and the Consultant. In cases where the Client requests drawings based on site record information, the Consultant will provide these using site record information provided by the Client. The Consultant’s drawings must be clear and compatible for use by a CAD/Revit draughtsman without interpretation by an engineer. The Consultant will not be liable for the accuracy and completeness of the site record information provided by the Client and may rely on it without review.

The Consultant’s obligations. Subject to clause 2.11.1 During the term of this Revised Agreement, from the relevant Services Commencement Date the Consultant shall provide use its reasonable efforts in providing the Services following services to the Company, as directed by the Company’s CEO and Additional Services in accordance the managing director of the Company’s subsidiary, Emir Oil, LLP, (collectively, the “Services”): (a) investigate and evaluate potential Acquisition candidates for the Company; (b) advise and confer with these Terms the Company’s technical staff regarding potential Acquisition candidates; (c) prepare all documentation and Conditions supporting materials for evaluation of potential Acquisition candidates by the Company as may be amended required for submission of applications for exploration and/or production contracts with various governmental agencies of the ROK and/or private parties; (d) assist the Company in the Services Order negotiation of terms, conditions and covenants of Acquisitions with various governmental agencies of the ROK and/or any Additional Services Instruction. private parties; and (e) such related and ancillary services as requested by the Company. 1.1.1 The Consultant will provide shall perform the Services and/or any Additional Services, including delivering the Key Deliverables by the specified Milestones: exercising the degree of reasonable skillat all times, care and with diligence to be expected of a properly qualified and competent professional consultant experienced in undertaking services of a similar nature to the Services; and regularly and diligently; in accordance with any reasonable instructions notified to it by the Client from time to time; and in accordance compliance with all applicable laws and regulations Insofar of the ROK and the United States of America. Consultant shall be responsible to obtain any necessary licenses or permits required by the Republic of Kazakhstan to perform the services rendered under this Revised Agreement. Consultant shall be responsible to pay for all services rendered by third-parties contracting with the consultant, except as may be otherwise agreed between the Company and Consultant in writing prior to engagement of such third-party service provider. 1.1.2 The Consultant's advice to the Company in respect of the Services shall be given orally or in writing. Consultant shall report to Mr. Gamal Kulumbetov, Company CEO and Teolush Tolmakov, general director of Emir Oil, LLP or to such other individuals as the Company may hereafter specify by written notice to Consultant. When requested, and not more than once each calendar quarter, Consultant shall provide Company with a written activities and status report, in which Consultant describes the Services and/or any Additional Services require it has performed since the Consultant last report. The Parties agree that the decision to specify materials for use consummate an Acquisition will be in any works at the Site and/or sole discretion of the Consultant does so specify such materials, Company and that the Consultant shall exercise have no right to compensation of any kind in the degree of reasonable skill, care and diligence referred to in clause 4.2.1 so as event the Company elects not to specify enter into any Deleterious MaterialsAcquisition. 1.1.3 The Consultant shall act on a non-exclusive basis. The Company reserves the right to act on its own accord or with other consultants to identify prospects and properties and to purchase such properties. If the Company acting independent of the Consultant negotiates the acquisition of a property and the Company has not been introduced to the property through the efforts of the Consultant, its employeessuch property acquisition will not be covered by this Revised Agreement and Consultant shall not be entitled to compensation with respect to such property, agents, representatives and sub-contractors will at all times maintain high ethical standards and adhere to, and act in accordance with, Crest Nicholson’s ‘Supply Chain Code unless the board of Conduct’ (as amended and updated from time to time). A copy directors of the latest version will be available during the Term from Crest Nicholson’s website at: xxxxx://xxx.xxxxxxxxxxxxxx.xxx/legal-information/supply-chain. Any breach by the Consultant or the Consultant’s Employees (whether with or without the Consultant’s knowledge) of the ‘Supply Chain Code of Conduct’ will be deemed to be a material breach for the purposes of Clause 8Company agrees otherwise in writing. The Consultant may request and obtain from the Company written confirmation that a particular property will supply be subject to this Revised Agreement at any time after the Client with such information and reports, including any copies, as the Client reasonably requires in relation to the provision of the Services and any Additional Services. Upon request prospective property has been identified by the Client, Consultant. Such confirmation by the Company will be conclusive evidence that the Consultant will execute and deliver without additional charge be entitled to the Client up to four (4) collateral warranties in such form as may be reasonably required by the Client and agreed between the Client and the Consultant and/or up to four (4) letters of reliance in such form as may be reasonably required by the Client and agreed between the Client and the Consultant each in favour of any person having and/or acquiring an interest in the Site or Sites or any part or parts thereof (excluding any purchaser, tenant or funder/mortgagee of a single residential unit). Any collateral warranties and/or letters of reliance in excess of the numbers required by clause 4.7 as may be required by the Client may be subject to the payment of a reasonable fee by the Client. Where any warranties and/or letters of reliance requested by the Client pursuant to clause 4.7 and/or clause 4.8 have not been executed and delivered to the Client by the Consultant within 14 days of receipt of the necessary engrossment or engrossments, without prejudice to any other remedy it may have, the Client may, notwithstanding any other provision of these Terms and Conditions, retain, deduct and/or withhold the entirety of any sum as may be or may become due to the Consultant Compensation under the relevant Services Order until such time as the said warranties and/or letters of reliance have been satisfactorily executed and delivered to the Clientthis Revised Agreement.