Contract

Exhibit 4.17

Copyright, published by BIMCO   Explanatory Notes for XXXXXXX 2009 are available from BIMCO at xxx.xxxxx.xxx  First published 1988. Revised 1998 and 2009   Approved by the International Ship Managers’ Association  

Printed by XXXXX's idea

	XXXXXXX 2009 STANDARD SHIP MANAGEMENT AGREEMENT PART I
1.     Place and date of Agreement 24 March 2015      Vessel: Höegh Xxxxxxx, IMO No. 9653678	2.     Date of commencement of Agreement (Cls. 2, 12, 21 and 25) The date of delivery of the Vessel under the memorandum of agreement dated on or about the date hereof and made between the Owners as buyers and Xxxx xXXX FSRU III Ltd. as sellers
3.     Owners (name, place of registered office and law of registry) (Cl. 1) (i)     Name: Hoegh LNG Cyprus Limited (ii)     Place of registered office: Profiti llia, 4, Xxxxxx International Business Centre, 0xx Xxxxx, Xxxx 0, Xxxxxxxxxxx, 0000 Xxxxxxxx, Xxxxxx (iii)     Law of registry: Cyprus	4.     Managers (name, place of registered office and law of registry) (Cl. 1) (i)     Name: Höegh LNG Fleet Management AS (ii)     Place of registered office: Xxxxxxxxxxxxx 000, 0000 Xxxx, Xxxxxx (xxx)     Xxx xx xxxxxxxx: Xxxxxx
5.     The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business) (Cls. 1 and 9(c)(i)) (i)     Name: Höegh LNG Fleet Management AS (ii)     IMO Unique Company Identification number: 5479796 (iii)     Place of registered office: Xxxxxxxxxxxxx 000, 0000 Xxxx, Xxxxxx (iv)     Principal place of business: Norway	6.     Technical Management (state "yes” or “no” as agreed) (Cl. 4) Yes
	7.     Crew Management (state “yes” or “no” as agreed) (Cl. 5(a)) No
	8.     Commercial Management (state "yes" or “no” as agreed) (Cl. 6) No
9.     Chartering Services period (only to be filled in if “yes” stated in Box 8) (Cl.6(a)) No	10.     Crew Insurance arrangements (state “yes” or “no” as agreed) (i)     Crew Insurances* (Cl. 5(b)): No (ii)     Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): No      *only to apply if Crew Management (Cl. 5(a)) agreed (see Box 7)
11.     Insurance arrangements (state “yes” or “no” as agreed) (Cl. 7) Yes	12.     Optional Insurances (state optional insurance(s) as agreed, such as piracy, kidnap and xxxxxx, loss of hire and FD & D) (CI. 10(a)(iv)) Piracy, kidnap and xxxxxx, loss of hire and FD&D
13.     Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a)) 2%	14.     Annual management fee (state annual amount) (Cl. 12(a)) USD 700,000
15.     Manager's nominated account (C1.12(a))	16.     Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c)) N/A
	17.     Lay-up period / number of months (CI.12(d))
18.     Minimum contract period (state number of months) (Cl. 21(a)) N/A	19.     Management fee on termination (state number of months to apply) (Cl. 22(g))
20.     Severance Costs (state maximum amount) (Cl. 22(h)(ii)) N/A	21.     Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c); if Cl. 23(c) place of arbitration must be stated) (Cl. 23) London Clause 23 (a)
22.     Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24) Höegh LNG Cyprus Limited., c/o Höegh LNG AS, Xxxxxxxxxxxxx 000, XX Xxx 0 Xxxxxx, XX•0212 Oslo, Norway. Tel: x00 0000 0000. Fax: x00 0000 0000	00.     Notices (state full style contact details for serving notice and communication to the Managers) Cl. 24) Höegh LNG Fleet Management AS, Xxxxxxxxxxxxx 000, XX Xxx 0 Xxxxxx, XX•0212 Oslo, Norway. Tel: x00 0000 0000, Fax: x00 0000 0000

It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel or Vessels), “B” (Details of Crew), “C” (Budget), “D” (Associated Vessels) and “E” (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C”, “D” and “E” shall prevail over those of PART II to the extent of such conflict but no further.

Signature(s) (Owners) /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Attorney-in-Fact Signature(s) (Managers) /s/ Gorm X. Xxxxxxxx Gorm X. Xxxxxxxx General Manager

Continued

This document is a computer generated XXXXXXX 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Copyright, published by BIMCO   Explanatory Notes for XXXXXXX 2009 are available from BIMCO at xxx.xxxxx.xxx  First published 1988. Revised 1998 and 2009   Approved by the International Ship Managers’ Association  

Printed by XXXXX's idea

ANNEX “A” (DETAILS OF VESSEL OR VESSELS)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: XXXXXXX 2009

Date of Agreement: 24 March 2015

Name of Xxxxxx(s): Xxxxx Xxxxxxx

Particulars of Vessel(s):
IMO:	0000000
Call Sign:	LAUI7
Flag:	Norwegian
Ship Builder:	Hyundai Heavy Industries Co. Ltd.
Classification Society:	DNV GL
Built:	21 January 2013 (keel laid)
Classification designation:	1A1 Tanker for Liquefied Gas, Ship Type 2G, NAUTICUS (Newbuilding), XXXXX•2, E0, NAUT•OC, CLEAN, BIS, CSA•FLS2, PLUS, COAT•PSPC(B), Recyclable, Gas Fuelled, TMON, OPP•F
Length:	294.0m
Breadth:	46.0m
Depth:	26.0m
Gross Tonnage (International):	109.793
Net Tonnage (International):
Engine:	Dual Fuel Diesel Generator

Continued

This document is a computer generated XXXXXXX 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Copyright, published by BIMCO   Explanatory Notes for XXXXXXX 2009 are available from BIMCO at xxx.xxxxx.xxx  First published 1988. Revised 1998 and 2009   Approved by the International Ship Managers’ Association  

Printed by XXXXX's idea

ANNEX “B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: XXXXXXX 2009

Date of Agreement:

Details of Crew:

Number          Rank             Nationality

Continued

This document is a computer generated XXXXXXX 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Copyright, published by BIMCO   Explanatory Notes for XXXXXXX 2009 are available from BIMCO at xxx.xxxxx.xxx  First published 1988. Revised 1998 and 2009   Approved by the International Ship Managers’ Association  

Printed by XXXXX's idea

ANNEX “C" (BUDGET)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: XXXXXXX 2009

Date of Agreement: 24 March 2015

Managers’ initial budget with effect from the commencement date of this Agreement (see Box 2):

	USD
Services:	848,000
Spares:	600,000
Consumables:	395,000
Technical/Management Fee:	936,000
Based on 365 days / 12 months
TOTAL:	7,614/day

Vessel insurance to be arranged by Owner in accordance with Clause 10.

In the event that the Höegh Xxxxxxx is positioned for lay•up or similar for extended period (30 days +), the Owner reserves the right to re-negotiate the budget figures to reflect the actual operating mode.

Continued

This document is a computer generated XXXXXXX 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Copyright, published by BIMCO   Explanatory Notes for XXXXXXX 2009 are available from BIMCO at xxx.xxxxx.xxx  First published 1988. Revised 1998 and 2009   Approved by the International Ship Managers’ Association  

Printed by XXXXX's idea

ANNEX “D” (ASSOCIATED VESSELS}

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: XXXXXXX 2009

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "D" THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 22(b)(i) OF THIS AGREEMENT.

Date of Agreement:

Details of Associated Vessels:

Continued

This document is a computer generated XXXXXXX 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Copyright, published by BIMCO   Explanatory Notes for XXXXXXX 2009 are available from BIMCO at xxx.xxxxx.xxx  First published 1988. Revised 1998 and 2009   Approved by the International Ship Managers’ Association  

Printed by XXXXX's idea

ANNEX "E" (FEE SCHEDULE)

TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: XXXXXXX 2009

Continued

This document is a computer generated XXXXXXX 2009 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

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Standard ship management agreement

SECTION 1 – Basis of the Agreement

1. Definitions	1
In this Agreement save where the context otherwise requires, the following words and expressions shall have	2
the meanings hereby assigned to them:	3
"Company" (with reference to the ISM Code and the ISPS Code) means the organization identified in Box 5	4
or any replacement organization appointed by the Owners from time to time (see Sub-clauses 9(b)(i) or 9(c)	5
(ii), whichever is applicable).	6
"Crew" means the Master, and the officers as provided by the Owner to the Vessel at any time and ratingspersonnel of the numbers,	7
rank and nationality as per the Manager's at any time current crewing procedures and manualsspecified in Annex "B" hereto.
"Crew Insurances" means insurance of liabilities in respect of crew risks which shall include but not be limited	8
to death, permanent disability, sickness, injury, repatriation, shipwreck unemployment indemnity and loss	9
of personal effects (see Sub-clause 5(b) (Crew Insurances) and Clause 7 (Insurance Arrangements) and	10
Clause 10 (Insurance Policies) and Boxes 10 and 11).	11
"Crew Support Costs" means all expenses of a general nature which are not particularly referable to any	12
individual vessel for the time being managed by the Managers and which are incurred by the Managers for the	13
purpose of providing an efficient and economic management service and, without prejudice to the generality	14
of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet	15
training schemes, sick pay, study pay, recruitment and interviews.	16
“Flag State" means the State whose flag the Vessel is flying.	17
"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution	18
Prevention and any amendment thereto or substitution therefor.	19
"ISPS Code" means the International Code for the Security of Ships and Port Facilities and the relevant	20
amendments to Chapter XI of SOLAS and any amendment thereto or substitution therefor.	21
"Managers" means the party identified in Box 4.	22
"Management Services" means the services specified in SECTION 2 - Services (Clauses 4 through 7) as	23
indicated affirmatively in Boxes 6 through 8, 10 and 11, and all other functions performed by the Managers	24
under the terms of this Agreement.	25
"Owners" means the party identified in Box 3.	26
"Severance Costs" means the costs which are legally required to be paid to the Crew as a result of the early	27
termination of any contracts for service on the Vessel.	28
"SMS" means the Safety Management System (as defined by the ISM Code).	29
"STCW 95" means the International Convention on Standards of Training, Certification and Watchkeeping	30
for Seafarers, 1978, as amended in 1995 and any amendment thereto or substitution therefor.	31
"Vessel” means the vessel or vessels details of which are set out in Annex "A" attached hereto.	32
2. Commencement and Appointment	33
With effect from the date stated in Box 2 for the commencement of the Management Services and continuing	34
unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers	35
xxxxxx agree to act as the Managers of the Vessel in respect of the Management Services.	36
3. Authority of the Managers	37
Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall	38
carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The	39
Managers shall have authority to take such actions as they may from time to time in their absolute discretion	40
consider to be necessary to enable them to perform the Management Services in accordance with sound	41
ship management practice, including but not limited to compliance with all relevant rules and regulations.	42

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SECTION 2 – Services

4. Technical Management			43
	(only applicable if agreed according to Box 6).		44
	The Managers shall provide technical management which includes, but is not limited to, the following		45
	services:		46
	(a)	ensuring that the Vessel complies with the requirements of the law of the Flag State;	47
	(b)	ensuring compliance with the ISM Code;	48
	(c)	ensuring compliance with the ISPS Code;	49
	(d)	providing competent personnel to supervise the maintenance and general efficiency of the Vessel;	50
	(e)	arranging and supervising dry dockings, repairs, alterations and the maintenance of the Vessel to the	51
	standards agreed with the Owners provide that the Managers shall be entitled to incur the necessary		52
	expenditure to ensure that the Vessel will comply with all requirements and recommendations of the		53
	classification society, and with the law of the Flag State and of the places where the Vessel is required to		54
	trade;		55
	(f)	arranging the supply of necessary stores, spares and lubricating oil;	56
	(g)	appointing surveyers and technical consultants as the Managers may consider form time to time to be	57
	necessary;		58
	(h)	in accordance with the Owners’ instructions, supervising the sale and physical delivery of the Vessel	59
	under the sale agreement.  However services under this Sub-clause 4(h) shall not include negotiation of the		60
	sale agreement or transfer of ownership of the Vessel;		61
	(i)	arranging for the supply of provisions unless provided by the Owners; and	62
	(j)	arranging for the sampling and testing of bunkers.	63
5. Crew Management and Crew Insurances			64
	(a)	Crew Management	65
	(only applicable if agreed according to Box 7)		66
	The ManagersOwner shall provide suitably qualified Crew who shall comply with the requirements of STCW 95 and the		67
	requirements from of the Manager. When on board the Vessel the Crew shall be under the instruction of the Manager for the purposes of the ISM Code.
	The provision of such crew management services includes, but is not limited to, the following services:		68
	(i)	selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll	69
		arrangements, pension arrangements, tax, social security contributions and other mandatory dues related	70
		to their employment payable in each Crew member’s country of domicile;	71
	(ii)	ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification	72
		and certification of the Crew and employment regulations, such as Crew’s tax and social insurances, are	73
		satisfied;	74
	(iii)	ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are	75
		fit for the duties for which they are engaged and are in possession of valid medical certificates issued in	76
		accordance with appropriate Flag State requirements or such higher standard of medical examination	77
		as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical	78
		certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and	79
		shall be maintained for the duration of the service on board the Vessel;	80
	(iv)	ensuring that the Crew shall have a common working language and a command of the English language	81
		of a sufficient standard to enable them to perform their duties safely;	82
	(v)	arranging transportation of the Crew, including repatriation;	83

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	(vi)	training of the Crew;		84
	(vii)	conducting union negotiations; and		85
	(viii)	if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper		86
		familiarisation with their duties in relation to the Vessel’s SMS and that instructions which are essential		87
		to the SMS are identified, documented and given to the Crew prior to calling.		88
	(ix)	if the Managers are not the Company:		89
		(1)	ensuring that the Crew, before joining the Vessel, are given proper familiarisation with their duties	90
			in relation to the ISM Code; and	91
		(2)	instructing the Crew to obey all reasonable orders of the Company in connection with the operation	92
			of the SMS.	93
	(x)	Where Managers are not providing technical management services in accordance with Clause 4		94
		(Technical Management):		95
	(1)	ensuring that no person connected to the provision and the performance of the crew management		96
		services shall proceed to sea on board the Vessel without the prior consent of the Owners (such consent)		97
		not to be unreasonably withheld); and		98
	(2)	ensuring that in the event that the Owners’ drug and alcohol policy requires measures to be taken		99
		prior to the Crew joining the Vessel, implementing such measures;		100
	(b) Crew Insurances			101
	(only applicable if Sub-clause 5(a) applies and if agreed according to Box 10)			102
	The Managers shall throughout the period of this Agreement provide the following services:			103
	(i)	arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a		104
		similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations.		105
		insurance for any other persons proceeding to sea onboard the Vessel may be separately agreed by		106
		the Owners and the Managers (see Box 10);		107
	(ii)	ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the		108
		insurances in Sub-clause 5(b)(i);		109
	(iii)	ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their		110
		due date;		111
	(iv)	if obtainable at no additional cost, ensuring that insurance in Sub-clause 5(b)(i) name the Owners as		112
		a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under		113
		no liability in respect of premiums or calls arising in connection with such insurances.		114
	(v)	providing written evidence, to the reasonable satisfaction of the Owners, of the Managers’ compliance with		115
		their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement		116
		of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the		117
		insurances in Sub-clause 5(b)(i).		118
6. Commercial Management				119
	(only applicable if agreed according to Box 8).			120
	The Managers shall provide the following services for the Vessel in accordance with the Owners' instructions,			121
	which shall include but not be limited to:			122
	(a) seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof)			123
	of charter parties or other contracts relating to the employment of the Vessel.  If such a contract exceeds the			124
	period states in Box 9, consent thereto in writing shall first be obtained from the Owners;			125
	(b) arranging for the provision of bunker fuels of the quality specified by the Owners as required for the			126
	Vessel’s trade;			127
	(c) voyage estimating and accounting and calculation of hire, freights, demurrage and/or despatch monies			128
	due from or due to the charterers of the Vessel; assisting in the collection of any sums due to the Owners			129

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	related to the commercial operation of the Vessel in accordance with Clause 11 (Income Collected and		130
	Expenses Paid on Behalf of Owners);		131
	If any of the services under Sub-clauses 6(a), 6(b) and 6(c) are to be excluded from the Management Fee, remuneration		132
	for these services must be stated in Annex E (Fee Schedule). See Sub-clause 12(e).		133
	(d)	issuing voyage instructions;	134
	(e)	appointing agents;	135
	(f)	appointing stevedores; and	136
	(g)	arranging surveys associated with the commercial operation of the Vessel.	137
7. Insurance Arrangements			138
	(only applicable if agreed according to Box 11).		139
	The Managers shall arrange insurances in accordance with Clause 10 (Insurance Policies), on such terms as		140
	the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles,		141
	franchises and limits of liability.		142

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SECTION 3 – Obligations

8. Managers' Obligations			143
	(a) The Managers undertake to use their best endeavours to provide the Management Services as agents		144
	for and on behalf of the Owners in accordance with sound ship management practice and to protect and		145
	promote the interests of the Owners in all matters relating to the provision of services hereunder.		146
	Provided however, that in the performance of their management responsibilities under this Agreement, the		147
	Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from		148
	time to time be entrusted to their management and in particular, but without prejudice to the generality of		149
	the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such		150
	manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and		151
	reasonable.		152
	(b) Where the Managers are providing technical management services in accordance with Clause 4 (Technical		153
	Management), they shall procure that the requirements of the Flag State are satisfied and they shall agree		154
	to be appointed as the Company, assuming the responsibility for the operation of the Vessel and taking over		155
	the duties and responsibilities imposed by the ISM Code and the ISPS Code, if applicable.		156
9. Owners' Obligations			157
	(a) The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this		158
	Agreement. In the event of payment after the due date of any outstanding sums the Manager shall be entitled		159
	to charge interest at the rate stated in Box 13.		160
	(b) Where the Managers are providing technical management services in accordance with Clause 4 (Technical		161
	Management), the Owners shall:		162
	(i)	report (or where the Owners are not the registered owners of the Vessel procure that the registered	163
		owners report) to the Flag State administration the details of the Managers as the Company as required	164
		to comply with the ISM and ISPS Codes;	165
	(ii)	procure that any officers and ratings supplied by them or on their behalf comply with the requirements	166
		of STCW 95; and	167
	(iii)	instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the	168
		Company) in connection with the operation of the Managers’ safety management system.	169
	(c) Where the Managers are not providing technical management services in accordance with Clause 4		170
	(Technical Management), the Owners shall:
	(i)	procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of	172
		this Agreement of the name and contact details of the organization that will be the Company by completing	173
		Box 5;	174
	(ii)	if the Company changes at any time during this Agreement, notify the Managers in a timely manner of	175
		the name and contact details of the new organization;	176
	(iii)	procure that the details of the Company, including any change thereof, are reported to the Flag State	177
		administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers	178
		in a timely manner when the Flag State administration has approved the Company; and	179
	(iv)	unless otherwise agreed, arrange for the supply of provisions at their own expense.	180
	(d) Where the Managers are providing crew management services in accordance with Sub-clause 5(a) the		181
	Owners shall:		182
	(i)	inform the Managers prior to ordering the Vessel to any excluded or additional premium area under	183
		any of the Owners’ Insurance by reason of war risks and/or piracy or like perils and pay whatever	184
		additional costs may property be incurred by the Managers as a consequence of such orders including,	185
		if necessary, the costs of replacing any member of the Crew.  Any delays resulting from negotiation	186
		with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area	187

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		shall be for the Owners’ account.  Should the Vessel be within an area which becomes an excluded or	188
		additional premium area the above provisions relating to cost and delay shall apply;	189
	(ii)	agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs	190
		may properly be incurred by the Managers as a consequence of such change.  If agreement cannot be	191
		reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and	192
	(iii)	provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State,	193
		or higher standard, as mutually agreed, adequate Crew accommodation and living standards.	194
	(e) Where the Managers are not the Company, the Owners shall ensure that Crew are property familiarised		195
	with their duties in accordance with the Vessel’s SMS and that instructions which are essential to the SMS		196
	are identified, documented and given to the Crew prior to sailing.		197

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SECTION 4 – Insurance, Budgets, Income, Expenses and Fees

10. Insurance Policies			198
	The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements)		199
	or otherwise, that throughout the period of this Agreement:		200
	(a) at the Owners' expense, the Vessel is insured for not less than its sound market value or entered for its		201
	full gross tonnage, as the case may be for:		202
	(i) hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities;		203
	(ii) protection and indemnity risks (including but not limited to pollution risks, diversion expenses and,		204
	except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew		205
	Insurances);		206
	NOTE: If the Managers are not providing crew management services under Sub-clause 5(a) (Crew		207
	Management) or have agreed not to provide Crew Insurances separately in accordance with Sub-clause		208
	5(b)(i), then such insurances must be included in the protection and indemnity risks cover for the Vessel (see		209
	Sub-clause 10(a)(ii) above).		210
	(iii)	war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew	211
		risks); and	212
	(iv)	such optional insurances as may be agreed (such as piracy, kidnap and xxxxxx, loss of hire and	213
		FD & D) (see Box 12)	214
	Sub-clauses 10(a)(i) through 10(a)(iv) all in accordance with the best practice of prudent owners of vessels		215
	of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations		216
	("the Owners' Insurances");		217
	(b) all premiums and calls on the Owners' Insurances are paid by their due date;		218
	(c) the Owners' Insurances name the Managers and, subject to underwriters' agreement, any third party		219
	designated by the Managers as a joint assured, with full cover. It is understood that in some cases, such as		220
	protection and indemnity, the normal terms for such cover may impose on the Managers and any such third		221
	party a liability in respect of premiums or calls arising in connection with the Owners' Insurances.		222
	If obtainable at no additional cost, however, the Owners shall procure such insurances on terms such that		223
	neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising		224
	in connection with the Owners' Insurances. In any event, on termination of this Agreement in accordance		225
	with Clause 21  (Duration of the Agreement) and Clause 22 (Termination), the Owners shall procure that the		226
	Managers and any third party designated by the Managers as joint assured shall cease to be joint assured		227
	and, if reasonably achievable, that they shall be released from any and all liability for premiums and calls		228
	that may arise in relation to the period of this Agreement; and		229
	(d) written evidence is provided, to the reasonable satisfaction of the Managers, of the Owners' compliance		230
	with their obligations under this Clause 10 within a reasonable time of the commencement of the Agreement,		231
	and of each renewal date and, if specifically requested, of each payment date of the Owners' Insurances.		232
11. Income Collected and Expenses Paid on Behalf of Owners			233
	(a) Except as provided in Sub-clause 11(c) all monies collected by the Managers under the terms of this		234
	Agreement (other than monies payable by the Owners to the Managers) and any interest thereon shall be		235
	held to the credit of the Owners in a separate bank account.		236
	(b) All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners		237
	(including expenses as provided in Clause 12(c)) may be debited against the Owners in the account referred to		238
	under Sub-clause 11(a) but shall in any event remain payable by the Owners to the Managers on demand.		239
	(c) All monies collected by the Managers under Clause 6 (Commercial Management) shall be paid into a		240
	bank account in the name of the Owners or as may be otherwise advised by the Owners in writing.		241
12. Management Fee and Expenses			242

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	(a) The Owners shall pay to the Managers an annual management fee as stated in Box 14 for their services	243
	as Managers under this Agreement, which shall be payable in equal monthly instalments in advance, the first	244
	instalment (pro rata if appropriate) being payable on the commencement of this Agreement (see Clause 2	245
	(Commencement and Appointment) and Box 2) and subsequent instalments being payable at the beginning	246
	of every calendar month. The management fee shall be payable to the Managers' nominated account stated	247
	in Box 15.	248
	(b) The management fee shall be subject to an annual review and the proposed fee shall be presented in	249
	the annual budget in accordance with Sub-clause 13(a).	250
	(c) The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff,	251
	facilities and stationery. Without limiting the generality of this Clause 12 (Management Fee and Expenses) the	252
	Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and	253
	other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services.	254
	Any days used by the Managers' personnel travelling to or from or attending on the Vessel or otherwise used	255
	in connection with the Management Services in excess of those agreed in the budget shall be charged at	256
	the daily rate stated in Box 16.	257
	(d) If the Owners decide to layup the Vessel and such layup lasts for more than the number of months	258
	stated in Box 17, an appropriate reduction of the Management Fee for the period exceeding such period	259
	until one month before the Vessel is again put into service shall be mutually agreed between the parties. If	260
	the Managers are providing crew management services in accordance with Sub-clause 5(a), consequential	261
	costs of reduction and reinstatement of the Crew shall be for the Owners' account. If agreement cannot be	262
	reached then either party may terminate this Agreement in accordance with Sub-clause 22(e).	263
	(e) Save as otherwise provided in this Agreement, all discounts and commissions obtained by the Managers	264
	in the course of the performance of the Management Services shall be credited to the Owners.	265
13. Budgets and Management of Funds		266
	(a) The Managers' initial budget is set out in Annex "C" hereto. Subsequent budgets shall be for the following	267
	calendar yeartwelve
	month periods and shall be prepared by the Managers and presented to the Owners not less than three	268
	months before commencement of the budget yearthe end of the budget year.	269
	(b) The Owners shall state to the Managers in a timely manner, but in any event within one month of	270
	presentation, whether or not they agree to each proposed annual budget. The parties shall negotiate in good	271
	faith and if they fail to agree on the annual budget, including the management fee, either party may terminate	272
	this Agreement in accordance with Sub-clause 22(e).	273
	(c) Following the agreement of the budget, the Managers shall prepare and present to the Owners their	274
	estimate of the working capital requirement for the Vessel and shall each month request the Owners in writing	275
	to pay the funds required to run the Vessel for the ensuing month, including the payment of any occasional or	276
	extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers	277
	or provisions. Such funds shall be received by the Managers within ten running days after the receipt by the	278
	Owners of the Managers' written request and shall be held to the credit of the Owners in a separate bank	279
	account.	280
	(d) The Managers shall at all times maintain and keep true and correct accounts in respect of the Management	281
	Services in accordance with the relevant International Financial Reporting Standards or such other standard	282
	as the parties may agree, including records of all costs and expenditure incurred, and produce a comparison	283
	between budgeted and actual income and expenditure of the Vessel in such form and at such intervals as	284
	shall be mutually agreed.	285
	The Managers shall make such accounts available for inspection and auditing by the Owners and/or their	286
	representatives in the Managers' offices or by electronic means, provided reasonable notice is given by the	287
	Owners.	288
	(e) Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use	289
	or commit their own funds to finance the provision of the Management Services.	290

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SECTION 5 – Legal, General and Duration of Agreement

14. Trading Restrictions			291
	If the Managers are providing crew management services accordance with Sub-clause 5(a) (Crew		292
	Management), the Owners and the Managers will, prior to the commencement of this Agreement, agree on any		293
	trading restrictions to the Vessel that may result from the terms and conditions of the Crew's employment.		294
15. Replacement			295
	If the Managers are providing crew management services in accordance with Sub-clause 5(a) (Crew		296
	Management), the Owners may require the replacement, at their own expense, at the next reasonable		297
	opportunity, of any member of the Crew found on reasonable grounds to be unsuitable for service. If the		298
	Managers have failed to fulfil their obligations in providing suitable qualified Crew within the meaning of Sub-		299
	clause 5(a) (Crew Management), then such replacement shall be at the Managers' expense.		300
16. Managers' Right to Sub-Contract			301
	The Managers shall not subcontract any of their obligations hereunder without the prior written consent of		302
	the Owners which shall not be unreasonably withheld.  In the event of such a sub-contract the Managers		303
	shall remain fully liable for the due performance of their obligations under this Agreement.		304
17. Responsibilities			305
	(a)	Force Majeure
			306
	Neither party shall be liable for any loss, damage or delay due to any of the following force majeure events		307
	and/or conditions to the extent that the party invoking force majeure is prevented or hindered from		308
	performing any or all of their obligations under this Agreement, provided they have made all		309
	reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:		310
	(i)	acts of God;	311
	(ii)	any Government requisition, control, intervention, requirement or interference;	312
	(iii)	any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism,	313
		sabotage or piracy, or the consequences thereof;	314
	(iv)	riots, civil commotion, blockades or embargoes;	315
	(v)	epidemics;	316
	(vi)	earthquakes, landslides, floods or other extraordinary weather conditions;	317
	(vii)	strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the	318
		Crew) of the party seeking to invoke force majeure;	319
	(viii)	fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure;	320
		and	321
	(ix)	any other similar cause beyond the reasonable control of either party.	322
	(b)	Liability to Owners	323
	(i)	Without prejudice to Sub-clause 17(a), the Managers shall be under no liability whatsoever to the Owners	324
		for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but	325
		not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and	326
		howsoever arising in the course of performance of the Management Services UNLESS same is proved	327
		to have resulted solely from the negligence, gross negligence or wilful default of the Managers or their	328
		employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case	329
		(save where loss, damage, delay or expense has resulted from the Managers' personal act or omission	330
		committed with the intent to cause same or recklessly and with knowledge that such loss, damage,	331
		delay or expense would probably result) the Managers' liability for each incident or series of incidents	332
		giving rise to a claim or claims shall never exceed a total of ten (10) times the annual management fee	333
		payable hereunder.	334
	(ii)	Acts or omissions of the Crew - Notwithstanding anything that may appear to the contrary in this	335

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	Agreement, the Managers shall not be liable for any acts or omissions of the Crew, even if such acts	336
	or omissions are negligent, grossly negligent or wilful, except only to the extent that they are shown to	337
	have resulted from a failure by the Managers to discharge their obligations under Clause 5(a) (Crew	338
	Management), in which case their liability shall be limited in accordance with the terms of this Clause	339
	17 (Responsibilities).	340
	(c) Indemnity	341
	Except to the extent and solely for the amount therein set out that the Managers would be liable under	342
	Sub-clause 17(b), the Owners hereby undertake to keep the Managers and their employees,	343
	agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims,	344
	demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or	345
	suffered by them arising out of or in connection with the performance of this Agreement, and against and in	346
	respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity	347
	basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance	348
	of this Agreement.	349
	(d) “Himalaya"	350
	It is hereby expressly agreed that no employee or agent of the Managers (including every	351
	sub-contractor from time to time employed by the Managers) shall in any circumstances whatsoever be	352
	under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or	353
	resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in	354
	connection with his employment and, without prejudice to the generality of the foregoing provisions in this	355
	Clause 17 (Responsibilities), every exemption, limitation, condition and liberty herein contained and every	356
	right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to	357
	which the Managers are entitled hereunder shall also be available and shall extend to protect every such	358
	employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions	359
	of this Clause 17 (Responsibilities) the Managers are or shall be deemed to be acting as agent or trustee	360
	on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time	361
	(including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be	362
	parties to this Agreement.	363
18. General Administration		364
	(a) The Managers shall keep the Owners and, if appropriate, the Company informed in a timely manner of	365
	any incident of which the Managers become aware which gives or may give rise to delay to the Vessel or	366
	claims or disputes involving third parties.	367
	(b) The Managers shall handle and settle all claims and disputes arising out of the Management Services	368
	hereunder, unless the Owners instruct the Managers otherwise. The Managers shall keep the Owners	369
	appropriately informed in a timely manner throughout the handling of such claims and disputes.	370
	(c) The Owners may request the Managers to bring or defend other actions, suits or proceedings related	371
	to the Management Services, on terms to be agreed.	372
	(d) The Managers shall have power to obtain appropriate legal or technical or other outside expert advice in	373
	relation to the handling and settlement of claims in relation to Sub-clauses 18(a) and 18(b) and disputes and	374
	any other matters affecting the interests of the Owners in respect of the Vessel, unless the Owners instruct	375
	the Managers otherwise.	376
	(e) On giving reasonable notice, the Owners may request, and the Managers shall in a timely manner make	377
	available, all documentation, information and records in respect of the matters covered by this Agreement	378
	either related to mandatory rules or regulations or other obligations applying to the Owners in respect of	379
	the Vessel (including but not limited to STCW 95, the ISM Code and ISPS Code) to the extent permitted by	380
	relevant legislation.	381
	On giving reasonable notice, the Managers may request, and the Owners shall in a timely manner make	382
	available, all documentation, information and records reasonably required by the Managers to enable them	383
	to perform the Management Services.	384
	(f) The Owners shall arrange for the provision of any necessary guarantee bond or other security.	385

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	(g) Any costs incurred by the Managers in carrying out their obligations according to this Clause 18 (General Administration) shall be		386
	reimbursed by the Owners.		387
	(h) the Managers shall, as instructed by Owners, provide Key Performance Indicators (KPIs) in the
	Agreed format (see Annex E). These KPIs to be provided to the Owners by the 10th of each month. The format
	is to be reviewed annually or as necessary.
19. Inspection of Vessel			388
	The Owners may at any time after giving reasonable notice to the Managers inspect the Vessel for any reason		389
	they consider necessary.		390
20. Compliance with Laws and Regulations			391
	The parties will not do or permit to be done anything which might cause any breach or infringement of the		392
	laws and regulations of the Flag State, or of the places where the Vessel trades.		393
21. Duration of the Agreement			394
	(a) This Agreement shall come into effect at the date stated in Box 2 and shall continue until terminated by		395
	either party by giving notice to the other; in which event this Agreement shall terminate upon the expiration		396
	of the later of the number of months stated in Box 18 or a period of thirty (30) days or as otherwise agreedtwo (2)		397
	months from the date on which
	such notice is received, unless terminated earlier in accordance with Clause 22 (Termination).		398
	(b) Where the Vessel is not at a mutually convenient port or place on the expiry of such period, this Agreement		399
	shall terminate on the subsequent arrival of the Vessel at the next mutually convenient port or place.		400
22. Termination			401
	(a)	Owners' or Managers' default	402
	If either party fails to meet their obligations under this Agreement, the other party may give notice to the		403
	party in default requiring them to remedy it. In the event that the party in default fails to remedy it within a		404
	reasonable time to the reasonable satisfaction of the other party, that party shall be entitled to terminate this		405
	Agreement with immediate effect by giving notice to the party in default.		406
	(b)	Notwithstanding Sub-clause 22(a):	407
	(i)	The Managers shall be entitled to terminate the Agreement with immediate effect by giving notice to the	408
		Owners if any monies payable by the Owners under this Agreementand/or the owners of any associated vessel,	409
		details of
		which are listed in Annex "D", shall not have been received in the Managers' nominated account within	410
		ten days (10) of receipt by the Owners of the Managers' written request, or if the Vessel is repossessed by	411
		the Mortgagee(s).	412
	(ii)	If the Owners proceed with the employment of or continue to employ the Vessel in the carriage of	413
		contraband, blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion	414
		of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the	415
		Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners fail to	416
		remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled	417
		to terminate the Agreement with immediate effect by notice.	418
	(iii)	If either party fails to meet their respective obligations under Sub-clause 5(b) (Crew Insurances) and	419
		Clause 10 (Insurance Policies), the other party may give notice to the party in default requiring them to	420
		remedy it within ten (10) days, failing which the other party may terminate this Agreement with immediate	421
		effect by giving notice to the party in default.	422
	(c)	Extraordinary Termination	423
	This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or, if the Vessel		424
	becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned		425
	or has been declared missing or, if bareboat chartered, unless otherwise agreed, when the bareboat charter		426
	comes to an end.		427
	(d)	For the purpose of Sub-clause 22(c) hereof:	428
	(i)	the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be	429
		the date on which the Vessel's owners cease to be the registered owners of the Vessel;	430
	(ii)	the Vessel shall be deemed to be lost either when it has become an actual total loss or agreement has	431

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		been reached with the Vessel's underwriters in respect of its constructive total loss or if such agreement	432
		with the Vessel's underwriters is not reached it is adjudged by a competent tribunal that a constructive	433
		loss of the Vessel has occurred; and	434
	(iii)	the date upon which the Vessel is to be treated as declared missing shall be ten (10) days after the Vessel	435
		was last reported or when the Vessel is recorded as missing by the Vessel's underwriters, whichever	436
		occurs first. A missing vessel shall be deemed lost in accordance with the provisions of Sub-clause 22(d)	437
		(ii)	438
	(e) In the event the parties fail to agree the annual budget in accordance with Sub-clause 13(b) or to agree		439
	a change of flag in accordance with Sub-clause 9(d)(ii) or to agree to a reduction in the Mangement Fee in		440
	accordance with Sub-clause 12(d), either party may terminate this Agreement by giving the other party not		441
	less than one month's notice, the result of which will be the expiry of the Agreement at the end of the current		442
	budget period or on expiry of the notice period, whichever is the later.		443
	(f) This Agreement shall terminate forthwith in the event of an order being made or resolution passed		444
	for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of		445
	reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment,		446
	ceases to carry on business or makes any special arrangement or composition with its creditors.		447
	(g) In the event of the termination of this Agreement for any reason other than default by the Managers the		448
	management fee payable to the Managers according to the provisions of Clause 12 (Management Fee and		449
	Expenses), shall continue to be payable for a further period of the number of months stated in Box 19 as		450
	from the effective date of termination. If Box 19 is left blank then ninety (90) days shall apply.		451
	(h) In addition, where the Managers provide Crew for the Vessel in accordance with Clause 5(a) (Crew		452
	Management):		453
	(i) the Owners shall continue to pay Crew Support Costs during the said further period of the number of		454
	months stated in Box 19; and		455
	(ii) the Owners shall pay an equitable proportion of any Severance Costs which may be incurred, not		456
	exceeding the amount stated in Box 20. The Managers shall use their reasonable endeavours to minimise		457
	such Severance Costs.		458
	(i) On the termination, for whatever reason, of this Agreement, the Managers shall release to the Owners,		459
	if so requested, the originals where possible, or otherwise certified copies, of all accounts and all documents		460
	specifically relating to the Vessel and its operation.		461
	(j) The termination of this Agreement shall be without prejudice to all rights accrued due between the parties		462
	prior to the date of termination.		463
23. BIMCO Dispute Resolution Clause			464
	(a) This Agreement shall be governed by and construed in accordance with English law and any dispute		465
	arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with		466
	the Arbitration Act 1996 or any statutory		467
	modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.		468
	The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)		469
	Terms current at the time when the arbitration proceedings are commenced.		470
	The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its		471
	arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint		472
	its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole		473
	arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the		474
	14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so		475
	within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any		476
	further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party		477
	accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by		478
	agreement.		479
	Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the		480

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	appointment of a sole arbitrator.		481
	In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum		482
	as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims		483
	Procedure current at the time when the arbitration proceedings are commenced.		484
	(b) This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code		485
	and the Maritime Law of the United States and any dispute arising out of or in connection with this Agreement		486
	shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the		487
	third by the two so chosen, their decision or that of any two of them shall be final, and for the purposes of		488
	enforcing any award, judgment may be entered on an award by any court of competent jurisdiction.  The		489
	proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.		490
	In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum		491
	as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration		492
	Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings		493
	are commenced.		494
	(c) This Agreement shall be governed by and construed in accordance with the laws of the place mutually		495
	agreed by the parties and any dispute arising out of or in connection with this Agreement shall be referred		496
	to arbitration at a mutually agreed place, subject to the procedures applicable there.		497
	(d) Notwithstanding Sub-clauses 23(a), 23(b) or 23(c) above, the parties may agree at any time to refer to		498
	mediation any difference and/or dispute arising out of or in connection with this Agreement.		499
	(i)	In the case of a dispute in respect of which arbitration has been commenced under Sub-clauses 23(a);	500
		23(b) or 23(c) above, the following shall apply:	501
	(ii)	Either party may at any time and from time to time elect to refer the dispute or part of the dispute to	502
		mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other	503
		party to agree to mediation.	504
	(iii)	The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that	505
		they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14	506
		calendar days, failing which on the application of either party a mediator will be appointed promptly by	507
		the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose.	508
		The mediation shall be conducted in such place and in accordance with such procedure and on such	509
		terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.	510
	(iv)	If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal	511
		and may be taken into account by the Tribunal when allocating the costs of the arbitration as between	512
		the parties.	513
	(v)	The mediation shall not affect the right of either party to seek such relief or take such steps as it considers	514
		necessary to protect its interest.	515
	(vi)	Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall	516
		continue during the conduct of the mediation but the Tribunal may take the mediation timetable into	517
		account when setting the timetable for steps in the arbitration.	518
	(vii)	Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred	519
		in the mediation and the parties shall share equally the mediator's costs and expenses.	520
	(viii)	The mediation process shall be without prejudice and confidential and no information or documents	521
		disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under	522
		the law and procedure governing the arbitration.	523
	(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)		524
	(e) If Box 21 in Part I is not appropriately filled in, Sub-clause 23(a) of this Clause shall apply.		525
	Note: Sub-clauses 23(a), 23(b) and 23(c) are alternatives; indicate alternative agreed in Box 21. Sub-clause		526

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	23(d) shall apply in all cases.		527
24. Notices			528
	(a) All notices given by either party or their agents to the other party or their agents in accordance with the		529
	provisions of this Agreement shall be in writing and shall, unless specifically provided in this Agreement to		530
	the contrary, be sent to the address for that other party as set out in Boxes 22 and 23 or as appropriate or		531
	to such other address as the other party may designate in writing.		532
	A notice may be sent by registered or recorded mail, facsimile, electronically or delivered by hand in accordance		533
	with this Sub-clause 24(a)		534
	(b) Any notice given under this Agreement shall take effect on receipt by the other party and shall be deemed		535
	to have been received:		536
	(i)	if posted, on the seventh (7th) day after posting;	537
	(ii)	if sent by facsimile or electronically, on the day of transmission; and	538
	(iii)	if delivered by hand, on the day of delivery.	539
	And in each case proof of posting, handing in or transmission shall be proof that notice has been given,		540
	unless proven to the contrary.		541
25. Entire Agreement			542
	This Agreement constitutes the entire agreement between the parties and no promise, undertaking,		543
	representation, warranty or statement by either party prior to the date stated in Box 2 shall affect this		544
	Agreement. Any modification of this Agreement shall not be of any effect unless in writing signed by or on		545
	behalf of the parties.		546
26. Third Party Rights			547
	Except to the extent provided in Sub-clauses 17(c) (Indemnity) and 17(d) (Himalaya), no third parties may		548
	enforce any term of this Agreement.		549
27. Partial Validity			550
	If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be		551
	illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed		552
	to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such		553
	amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent		554
	of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and		555
	effect and shall not in any way be affected or impaired thereby.		556
28. Interpretation			557
	In this Agreement:		558
	(a) Singular/Plural		559
	The singular includes the plural and vice versa as the context admits or requires.		560
	(b) Headings		561
	The index and headings to the clauses and appendices to this Agreement are for convenience only and shall not affect		562
	its construction or interpretation.		563
	(c) Day		564
	"Day" means a calendar day unless expressly stated to the contrary.		565

29. BIMCO MLC Clause for XXXXXXX 2009:

For the purposes of this Clause:

"MLC” means the International Labour Organisation (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof.

"Shipowner” shall mean the party named as "shipowner" on the Maritime Labour Certificate for the Vessel.

(a) Subject to Clause 3 (Authority of the Managers), the Managers shall, to the extent of their Management Services, assume the Shipowner's duties and responsibilities imposed by the MLC for the Vessel, on behalf of the Shipowner.

14

PART II

XXXXXXX 2009

Standard ship management agreement

(b)   The Owners shall ensure compliance with the MLC in respect of any crew members supplied by them or on their behalf.

(c)   The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) or

otherwise, insurance cover or financial security to satisfy the Shipowners financial security obligations under the MLC.

15

ANNEX E TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: XXXXXXX 2009

Date of Agreement:

24 March 2015

Name of Vessel:

Höegh Xxxxxxx, IMO No. 0000000, Call Sign: LAUI7

KEY PERFORMANCE INDICATORS

See Separate Form to use in Appendix 1 “Marine Accidents 2015: Höegh Xxxxxxx” to Annex E.

1

Appendix 1 “Marine Accidents 2015: Independence” to Annex “E”
Xxxxxxx 98 dated 23 March 2015

Marine Accidents 2015: HÖEGH XXXXXXX, IMO NO. 9653678

	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct.	Nov	Dec
N° of Lost Workday Cases (LWC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Restricted Work Cases (RWC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Medical Treatment Cases (MTC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of First Aid Cases (FAC)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Fatalities	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Permanent Total Disability (PTD)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Permanent Partial Disability (PPD)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Near Misses	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Exposure Hours	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00
N° of Lost Time Injuries (LTIs)	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00	0,00

Date and place:

Observation title:

Description:

Root Cause

Direct Cause

Consequenses

Immediate Action

Preventive action

1