Subcontract Agreement - Template.docx 3w3h4x

BACK TO BACK Subcontract Agreement Contract No.

SUBCONTRACT AGREEMENT This Subcontract Agreement is made effective {variable:Effective Date (Agreement)} (the "Effective Date") by and between {variable:Party Name (Internal)} (hereinafter called “CONTRACTOR”) with an address at {variable:Street Address (Internal Party)}, {variable:City (Internal Party)}, {variable:State / Province (Internal Party)}, {variable:Postal Code / Zip (Internal Party)} and {variable:Party Name (External Party)} (hereinafter called “SUBCONTRACTOR”) with an address at {variable:Street Address (External Party)}, {variable:City (External Party)}, {variable:State / Province (External Party)}, {variable:Postal Code / Zip (External Party)}.

Recitals WHEREAS Sarulla Operations Limited (hereinafter called “CLIENT”) has awarded a Main Contract (as hereinafter defined) to CONTRACTOR to perform Work (as hereinafter defined) for CLIENT under Contract No. EX: SOLGM-009 R00, CLIENT: SARULLA OPERATION LTD, SUBJECT: GEOTHERMAL DRILLING CONTRACT

CONTRACTOR now wishes to utilize the resources of SUBCONTRACTOR to perform the Services (as hereinafter defined), which Services comprise a vital portion of the Work. All subcontractors performing services for the ultimate benefit of CLIENT are to be bound by and conditions consistent with the and conditions of the Main Contract. SUBCONTRACTOR, having been afforded the opportunity to read and comment upon the provisions of the Main Contract (other than details of CONTRACTOR’s prices), is willing to perform the Services. Now therefore, for the mutual consideration expressed herein, the parties hereby agree as follows: 1.

DEFINITIONS

For the purpose of this Agreement, the following shall have the meanings assigned to them in this Article: 1.1

“Agreement” means this Subcontract as originally executed or as may from time to time be amended by a specific written instrument executed on behalf of both Parties and the Exhibits “A”, “B”, “C”, “D”, “E”, “F”, “G”, and “H” attached hereto, being: a. Exhibit “A”: Scope of Services b. Exhibit “B”: Main Contract c. Exhibit “C”: Compensation Schedule d. Exhibit “D”: Works Schedule e. Exhibit “E”: Contract and Performance Parameter f. Exhibit “F”: Equipment Specification from Subcontractor g. Exhibit “G”: For Onsite Provider h. Exhibit “H”: HSE Standard

1.2

“Main Contract” means those parts of the contract between CLIENT and CONTRACTOR concerning the Work, which are attached hereto as Exhibit B.

1.3

“Work” means all work to be undertaken under the Main Contract for CLIENT by CONTRACTOR.

1.4

“Services” means the services to be performed by SUBCONTRACTOR under this Agreement as more particularly described in Exhibit “A”.

1.5

”Party” or “Parties” means either CONTRACTOR or SUBCONTRACTOR, or both.

2.

GENERAL

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2.1

SUBCONTRACTOR shall perform the Services in accordance with this Agreement and the requirements of the Main Contract (insofar as it relates to the provision of the Services), both in the manner of performance and in the completed results.

2.2

SUBCONTRACTOR shall provide all labor, materials, plant and equipment required for the execution, completion and maintenance of the Services as more particularly described in Exhibit “A”.

2.3

SUBCONTRACTOR shall not assign the whole or any part of this Agreement nor shall SUBCONTRACTOR sublet the whole or any part of the Services without the previous written consent of CONTRACTOR and, where required, of CLIENT.

2.4

Where any term or provision of this Agreement conflicts or is inconsistent with the of the Main Contract, the and provisions of this Agreement shall to that extent prevail.

3.

OBLIGATIONS OF THE PARTIES

3.1

SUBCONTRACTOR agrees that it has full knowledge and understanding of the Main Contract.

3.2

SUBCONTRACTOR shall execute, complete and maintain the Services such that no act or omission by SUBCONTRACTOR in relation thereto shall constitute, cause or contribute to a breach by CONTRACTOR of any of CONTRACTOR’s obligations under the Main Contract.

3.3

Nothing herein shall be construed as creating any privity of contract between SUBCONTRACTOR and CLIENT and SUBCONTRACTOR shall not CLIENT in connection with the Services other than through or with the prior written consent of CONTRACTOR.

3.4

Except as otherwise specifically provided for in this Agreement, the and conditions of the Main Contract shall apply mutatis mutandis to this Agreement as between CONTRACTOR and SUBCONTRACTOR, so that SUBCONTRACTOR shall have in respect of CONTRACTOR and in relation to the Services the same rights, duties, responsibilities, obligations and liabilities under this Agreement as CONTRACTOR has in respect of CLIENT and in relation to the Work under the Main Contract. CONTRACTOR shall have in respect of SUBCONTRACTOR and in relation to the Services the same rights, powers and remedies, responsibilities, obligations and liabilities under this Agreement as CLIENT has in respect of CONTRACTOR and in relation to the Work under the Main Contract.

3.5

SUBCONTRACTOR shall carry out the Services in a professional and workmanlike manner in every respect, and in accordance with the Schedule set forth in Exhibit “A” and the specifications set forth therein. If at any time, SUBCONTRACTOR fails to perform the Services in the manner and at the times set out in this Agreement then SUBCONTRACTOR shall, immediately upon the request of CONTRACTOR, at no additional cost to CONTRACTOR, take all necessary steps, including but not limited to, the substitution of defective equipment, the provision of additional equipment and/or labor, changes in the method and manner of performance, and other measures as required so to perform. The request by CONTRACTOR of such measures shall be without prejudice to any other rights or remedies CONTRACTOR may have under this Agreement or at law. SUBCONTRACTOR will be responsible to CONTRACTOR for any monetary consequences that CONTRACTOR suffers under the Main Contract as a result of SUBCONTRACTOR’s failure to perform the Services in the manner and at the times set out in this Agreement.

3.6

It shall be the responsibility of SUBCONTRACTOR to inform and report to CONTRACTOR forthwith upon the occurrence of any event or circumstance which may, in SUBCONTRACTOR’s opinion, immediately or in the future, impede the proper and timely execution of the Services so that remedial action, as is appropriate under the circumstances, may be taken and relevant decisions made.

3.7

Whenever CONTRACTOR is required under the Main Contract to give any return, or notice, SUBCONTRACTOR shall in relation to the Services give a similar return, or notice or such other information in writing to CONTRACTOR as will enable CONTRACTOR to comply with the requirements Page 2 of 25

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of the Main Contract. If solely and directly by reason of any breach by SUBCONTRACTOR of this Article, CONTRACTOR is prevented from recovering any sum from CLIENT under the Main Contract in relation to the Services, then without prejudice to any other right or remedy of CONTRACTOR under this Agreement or at law for such breach, CONTRACTOR may deduct such sum from monies otherwise due SUBCONTRACTOR under this Agreement. 3.8

SUBCONTRACTOR shall in relation to the Services comply with all instructions and decisions that are notified and confirmed in writing to SUBCONTRACTOR by CONTRACTOR, where such instructions and decisions are validly given under the Agreement.

3.9

CONTRACTOR shall have the like powers in relation to the Services under this Agreement to give instructions and decisions as CLIENT has in relation to the Work under the Main Contract, and SUBCONTRACTOR shall have the like obligations to abide by and comply therewith and the like rights in relation thereto as CONTRACTOR has in respect of CLIENT under the Main Contract.

3.10

SUBCONTRACTOR shall make such variations in the Services whether by way of addition, modification or omission, as may be: a. ordered by CLIENT in accordance with the Main Contract and confirmed in writing to SUBCONTRACTOR by CONTRACTOR; or b. agreed to be made by CLIENT and CONTRACTOR (which agreement shall not be made unless CONTRACTOR has first secured the agreement of SUBCONTRACTOR to such addition, modification or omission and the effect on price pursuant to Article ) and confirmed in writing to SUBCONTRACTOR by CONTRACTOR.

3.11

The value of all variations which may be made under the provision above shall be ascertained by reference to the rates and/or prices specified in Exhibit “A” for like or analogous work, but if there are no such Rates and/or Prices, or if they are not applicable, then the value shall be such as is fair and reasonable in all circumstances. In determining what is a fair and reasonable valuation, regard shall be had to any valuation made under the Main Contract in respect of the same variation, provided that nothing in Articles and shall oblige SUBCONTRACTOR to undertake variations in the Services at a loss.

3.12

Without limiting SUBCONTRACTOR’s liabilities under this Agreement, SUBCONTRACTOR shall effect and maintain with a first class insurance company, policies of insurance adequate to cover its liabilities and to fulfill any requirements of government or other appropriate bodies in accordance with the insurance provisions of the Main Contract set forth in Exhibit “B” and in such sums and for the benefit of such persons as are specified therein. Notwithstanding the provisions of the Main Contract, SUBCONTRACTOR shall name CONTRACTOR and CLIENT as additional insured and shall ensure that SUBCONTRACTOR’s insurers waive their rights of subrogation against CONTRACTOR and CLIENT but both only to the extent of the liabilities expressly assumed hereunder by SUBCONTRACTOR.

3.13

Each Party shall hold harmless and indemnify the other Party, the other Party’s parent or subsidiary and s, and its other subcontractors and their respective directors, officers, employees and agents from and against all liability for injury to or death of the personnel of the indemnifying Party or the indemnifying Party’s other subcontractors’ (of any tier) personnel and for loss of or damage to the property of the indemnifying Party or the indemnifying Party’s subcontractors (of any tier) or the property of their respective personnel, and all claims, demands, proceedings, damages, costs, losses, liabilities and expenses whatsoever resulting there from arising out of, or in consequence of the performance of this Agreement, irrespective of the negligence or breach of duty of any of the indemnified Parties.

3.14

SUBCONTRACTOR shall hold harmless and indemnify CONTRACTOR, its parent, subsidiaries, s and co-ventures, and their respective directors, officers and employees, (hereinafter tly and severally referred to as “CONTRACTOR Indemnified Parties”) from and against all liability for injury to or death of SUBCONTRACTOR’s or its subcontractors’ personnel and for loss or damage to SUBCONTRACTOR’s or its subcontractors’ property or the property of SUBCONTRACTOR’s or its subcontractors’ personnel and all claims, demands, proceedings, damages, costs, losses, liabilities and expenses whatsoever resulting there from arising out of, or in consequence of the performance of this Agreement, irrespective of the Page 3 of 25

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negligence or breach of duty of any of the CONTRACTOR Indemnified Parties. 3.15

Except as otherwise provided for in this Agreement, SUBCONTRACTOR agrees to defend, indemnify, release and hold harmless the CONTRACTOR, its subsidiaries, parents and d companies and the officers, directors and employees of all of them from and against any claims, liability and expenses for damage to or loss of property owned by or leased by the CLIENT, and personal injury, death or property damage or loss to CLIENT’s personnel and the property or personnel of other third parties to the extent that such damage, loss, injury or death is caused by the Subcontractor’s fault, negligence or willful misconduct during the furnishing and performance of the Subcontract Work.

3.16

If CLIENT under the Main Contract agrees with CONTRACTOR to indemnify SUBCONTRACTOR against or to accept liability in whole or in part for some form of loss or damage suffered by SUBCONTRACTOR in connection with the Services, CONTRACTOR agrees at the request of SUBCONTRACTOR to take all reasonable steps and provide all reasonable assistance to SUBCONTRACTOR to enforce such provision against CLIENT on behalf of SUBCONTRACTOR subject to receiving from SUBCONTRACTOR a full indemnity as to costs incurred by CONTRACTOR under this Article.

3.17

Neither SUBCONTRACTOR nor CONTRACTOR shall be liable to the other for indirect or “consequential losses” which shall mean loss of profit, loss of use, loss of production or business interruption, or similar losses irrespective of the negligence or breach of duty of the Party to be indemnified, and whether foreseeable or not at the date hereof.

3.18

Where under the Main Contract CONTRACTOR is obliged to assign the benefits and/or obligations of any subcontract entered into by CONTRACTOR in connection with the Main Contract (including this Agreement) in certain stated circumstances, SUBCONTRACTOR shall agree to and shall co-operate fully with CONTRACTOR and CLIENT in the execution of such assignment.

3.19

SUBCONTRACTOR shall abide by all applicable CLIENT safety and quality assurance requirements. SUBCONTRACTOR must implement these safety and quality assurance systems at own cost to the satisfaction of CLIENT and CONTRACTOR.

3.20

CONTRACTOR shall have the right to assign this Agreement to any of its parent subsidiary or fellow subsidiaries undertakings (all as here before defined) and shall notify SUBCONTRACTOR of such assignment in writing.

3.21

CONTRACTOR is not bound to purchase any goods or subcontract any service under this Agreement. This Agreement does not obligate CONTRACTOR to any minimum or exclusive purchase requirement or exclusive service subcontracting with SUBCONTRACTOR. CLIENT’s intent is to drill all XXX Wells and complete all associated Scope of Work such as XXX Service with CONTRACTOR and CONTRACTOR’s intent is to subcontract XXX Service and associated services as listed under Appendixes A & C to SUBCONTRACTOR; however, CONTRACTOR cannot guarantee it will be able to contract 100% of the intended Scope of Work to SUBCONTRACTOR should Client cancel the project and/or change its drilling program and/or for any other reasons as listed in the herein Agreement. SUBCONTRACTOR’s offer shall not be conditioned to be subcontracted the full Scope of Work listed under Appendixes A & C.

4.

COMPENSATION

4.1

As compensation for the satisfactory performance of the Services, SUBCONTRACTOR shall receive payment in accordance with the Rates and/or Prices stated in Exhibit “A”, within fifteen (15) days after CONTRACTOR receives payment from CLIENT for the Services, which shall be based upon SUBCONTRACTOR’s properly completed and timely submitted official invoice to CONTRACTOR. All payments shall be made hereunder in the currency stated in Exhibit “A” for that part of the Work that relates to the Services as contained in SUBCONTRACTOR’s invoice.

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4.2

SUBCONTRACTOR warrants that the Rates and/or Prices set out in Exhibit “A” to this Agreement are correct and sufficient to the performance of all of its obligations either expressed or implied in this Agreement or otherwise appropriate for the proper and timely performance of the Services, based on applicable laws and regulations in effect at the date of execution of this Agreement.

4.3

An insurance certificate showing compliance by SUBCONTRACTOR with the insurance requirements of this Agreement and the Main Contract shall be delivered to CONTRACTOR before commencement of the Services.

5.

DURATION

5.1

This Agreement shall be deemed to be effective on the date hereof and shall remain in full force and effect (i) until full and final performance of the Main Contract or final ing and settlement of all obligations and/or disputes arising from this Agreement, whichever event shall occur last, or (ii) until terminated as per Article 6.

5.2

Notwithstanding the completion of the Services or termination of this Agreement, it is agreed that the provisions of Articles and of this Agreement and any provision surviving termination of the Main Contract shall survive termination of this Agreement.

6.

TERMINATION

6.1

Without prejudice to CONTRACTOR’s rights under Article below, CONTRACTOR shall have the right to terminate this Agreement for any reason, at any time on giving notice in writing to SUBCONTRACTOR. Notwithstanding any provisions to the contrary in the Main Contract, in the event that CONTRACTOR terminates for its own reasons hereunder, SUBCONTRACTOR shall be entitled to recover from CONTRACTOR all monies due prior to such termination plus all reasonable costs actually incurred or committed by SUBCONTRACTOR as the result of early termination. The total payment due to SUBCONTRACTOR under this Article shall in no circumstance exceed an amount equal to the unpaid balance of the SUBCONTRACTOR’s agreed total subcontract value under this Agreement.

6.2

If SUBCONTRACTOR: a. fails to proceed with the Services with due diligence; or b. fails to execute the Services or to perform its other material obligations in accordance with this Agreement; or c. becomes bankrupt or enters a deed or arrangement with its creditors or being a company goes into liquidation (other than a voluntary liquidation for the purposes of reconstruction) or has a receiver appointed of all or part of its undertaking; then in such event and without prejudice to any other rights or remedies CONTRACTOR may have under this Agreement or at law, CONTRACTOR may by written notice to SUBCONTRACTOR forthwith terminate this Agreement.

6.3

Termination of this Agreement howsoever caused shall not prejudice the rights or obligations of either of the Parties that have accrued prior to termination.

6.4

CONTRACTOR may in lieu of giving notice of termination under Article take part of the Services out of the hands of SUBCONTRACTOR and may by itself or by others execute, complete and maintain such part, and in such event CONTRACTOR may recover all reasonable costs of so doing from SUBCONTRACTOR or deduct the costs from monies otherwise due to SUBCONTRACTOR.

7.

TAXES

To the extent that CONTRACTOR is responsible under the Main Contract for taxes, imposts, fees, duties and the like related to the performance of the Work, SUBCONTRACTOR shall similarly be responsible for taxes, imposts, fees, duties and the like related to the performance of the Services and shall indemnify CONTRACTOR and the CLIENT in respect of all liabilities and associated costs and expenses which they may incur in connection therewith. Page 5 of 25

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SUBCONTRACTOR's prices are inclusive of any sales, use, value-added, excise, turnover, business and other similar types of taxes which shall be payable by SUBCONTRACTOR. 8.

GOVERNING LAW AND ARBITRATION

8.1

SUBCONTRACTOR must submit any claims or disputes arising under this Agreement to CONTRACTOR in writing within 90 days after invoice date, and SUBCONTRACTOR'S failure to do so will constitute a waiver by SUBCONTRACTOR of any legal or equitable rights with respect to the subject matter of the claim or dispute. Any dispute, controversy or claim arising out of or in relation to this Agreement or its breach, termination or validity shall be settled by arbitration as stated in Clause 8.2.

8.2

The validity, interpretation and construction of this Agreement shall be determined by the laws of the Republic of Indonesia. The parties waive the application of Articles 1266 of the Indonesian Civil Code to the extent it requires the judicial court to approve the termination of this Agreement.. All disputes, differences or questions arising out of or relating to this agreement or the validity, interpretation, breach, violation or termination thereof, if not finally settled by mutual agreement of the parties hereto within thirty (30) days, shall be finally and solely determined and settled by arbitration at Badan Arbitrase Nasional Indonesia (Indonesian National Arbitration Centre or “BANI”) in accordance with BANI rules in Jakarta, Indonesia. The parties also agree that: (a) the number of arbitrators shall be three with the third acting as an umpire; (b) the appointing authority shall be the chairman of BANI; and (c) the language to be used in the arbitral proceedings shall be English. The parties agree that any arbitral award shall be considered final and will be enforceable in any appropriate judicial court.

9.

NOTICES

All notices and or communications in connection with this Agreement must be in writing, shall be clearly marked with the Agreement No. {variable:Agreement Id} and must be given in writing and may be delivered in person or sent by prepaid first class post, courier or facsimile (with confirmation) to the authorized representative as set forth below:

{variable:Party Name (External Party)}

PT HALLIBURTON INDONESIA

LOGGING

SERVICES

Attn: ______________________

Attn: Jose Perez Villareal

{variable:City (External Party)}, {variable:State / Province (External Party)} {variable:Postal Code / Zip (External Party)}

BRI2 Building, 12th Floor, Suite 1201, Jl. Jend. Sudirman Kav. 44-46, Jakarta 10210

Phone: _____________________

Phone: +62 21 57972400

Fax: ______________________

Fax: +62 21 5709454

10.

CONFIDENTIALITY

10.1

SUBCONTRACTOR acknowledges that during the term of this Agreement, SUBCONTRACTOR may have access to certain confidential and proprietary information of CLIENT, whether or not so labeled, the disclosure of which could be harmful to the interests of CLIENT (“CLIENT Confidential Information”, which shall also include the of this Agreement, communications pursuant to this Agreement, information provided by CLIENT to SUBCONTRACTOR and Services provided by SUBCONTRACTOR pursuant to this Agreement). SUBCONTRACTOR agrees to take appropriate precautions to safeguard all Page 6 of 25

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CLIENT Confidential Information and not to disclose, during the of this Agreement or following the termination thereof, any such CLIENT Confidential Information except (a) as required by law or (b) after receipt of prior written authorization from CLIENT. 10.2

SUBCONTRACTOR acknowledges that all documents, drawings, manuals, letters, notebooks, reports, records, computer disks or other magnetic media, and similar repositories of CLIENT Confidential Information, whether prepared by SUBCONTRACTOR or others, are the property of the CLIENT. Within three days after the termination of this Agreement or upon request of CLIENT at any other time, SUBCONTRACTOR agrees to surrender all such materials containing CLIENT Confidential Information in SUBCONTRACTOR’s or any subSUBCONTRACTOR’s possession to CLIENT, including all copies of CLIENT Confidential Information made by SUBCONTRACTOR in tangible form, and SUBCONTRACTOR shall certify to CLIENT in writing that SUBCONTRACTOR has deleted Information from all electronic storage media on which it was placed by SUBCONTRACTOR.

10.3

SUBCONTRACTOR shall not take any physical forms of Information from the SUBCONTRACTOR’s offices or worksites (or makes copies of them) without CLIENT’s prior written permission.

10.4

Except for the limited use rights expressly enumerated herein, this Agreement does not grant, and shall not be construed as granting, to SUBCONTRACTOR a license or any rights under any of CLIENT’s patent, trademark, copyright, or trade secret rights beyond that necessary for the purposes of this Agreement, or the granting of any right to use CLIENT’s name in connection with any proposals to third parties.

10.5

The foregoing obligations shall not apply to any information which (i) is publicly known or becomes publicly known through no fault of or disclosure by SUBCONTRACTOR; (ii) is given to SUBCONTRACTOR by someone other than CLIENT as a matter of right and without restriction of disclosure; (iii) was known to the SUBCONTRACTOR prior to the day the Agreement is signed; or, (iv) is legally compelled to be disclosed. Disclosures that are made to SUBCONTRACTOR under this Agreement which are specific shall not be deemed to be within the foregoing exceptions merely because they were embraced by general disclosures that are either in the public domain or in the possession of SUBCONTRACTOR. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of SUBCONTRACTOR, but only if the combination itself and its principle of operations are in the public domain and in the possession of SUBCONTRACTOR.

10.6

If SUBCONTRACTOR receives a subpoena, order, notice, process or other legal process seeking disclosure of CLIENT’s Information, SUBCONTRACTOR shall immediately notify CLIENT in order to allow CLIENT the opportunity to oppose the order, notice, or process, or seek a protective order. If requested by CLIENT, SUBCONTRACTOR shall cooperate fully with CLIENT in contesting such disclosure. Except as such demand shall have been timely limited, quashed or extended, SUBCONTRACTOR may thereafter comply with such demand, but only to the extent required by law. Where CLIENT obtains a protective order, nothing in this Agreement shall be construed to authorize SUBCONTRACTOR to use in any manner or disclose CLIENT’s Information to parties other than such governmental or judicial agency or body or beyond the scope of the protective order.

10.7

SUBCONTRACTOR shall make its subSUBCONTRACTORs and its and their s aware of the obligations of confidentiality set forth in this Paragraph 17 and shall require that all persons be subject to and comply with these same confidentiality obligations.

10.8

Neither Party shall publish or permit to be published either alone or in conjunction with any other person any information, articles, photographs or other illustrations relating to the Services, the other Party or the CLIENT without the prior written consent of the owner of such information.

11.

INTELLECTUAL PROPERTY

11.1

In consideration of the fees paid to SUBCONTRACTOR under this Agreement, everything that the SUBCONTRACTOR has written or developed, and subsequently writes or develops, in the course of Page 7 of 25

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providing the Services, including any software, computer programs, drawings, designs, reports, computations, calculations, working papers, and documents of every kind, shall be the property of CONTRACTOR or CLIENT, except for the SUBCONTRACTOR’s Background Information referred to within this Agreement. SUBCONTRACTOR agrees to deliver any such software, computer programs, drawings, designs, reports, computations, calculations, working papers, documents of every kind, inventions, discoveries, innovations, and other developments to CLIENT upon request by CLIENT. Without any additional consideration, the SUBCONTRACTOR will assign, and hereby assigns, to CONTRACTOR or CLIENT all rights, title and interest in anything that the SUBCONTRACTOR has written or developed, or writes or develops, while performing the Services (other than the SUBCONTRACTOR’s Information), including all patent and copyright rights relating thereto. 11.2

SUBCONTRACTOR agrees to assign, and hereby assigns, to CONTRACTOR or CLIENT all right, title and interest in any invention, discoveries, innovations, and other developments, patentable or not, made or conceived solely by SUBCONTRACTOR or tly with others during the course of performing the Services, other than the SUBCONTRACTOR’s Information.

11.3

SUBCONTRACTOR shall promptly disclose to CONTRACTOR or CLIENT any such invention, discoveries, innovations, and other developments, patentable or not, made or conceived solely by the SUBCONTRACTOR or tly with others during the course of performing the Services, and the SUBCONTRACTOR shall, upon request, execute an assignment to CONTRACTOR or CLIENT of any patent, trade secret or other proprietary right and shall do anything else reasonably necessary to enable CLIENT to perfect its rights therein, including the execution of any documents deemed necessary or expedient by CLIENT in order to apply for, obtain, and maintain Letters Patent in the United States and/or foreign countries for any such inventions, discoveries, innovations, and other developments.

11.4

SUBCONTRACTOR shall indemnify CONTRACTOR and CLIENT and hold it harmless from and against all demands, claims, damages, losses, and expenses (including reasonable costs, fees of attorneys, ants, and expert witnesses) arising out of or resulting from any action by a third party against CONTRACTOR and CLIENT that is based on any successfully adjudicated claim that any Services performed under this Agreement, or the results thereof, willfully or knowingly infringe a patent, copyright, or trademark or violate a trade secret or other proprietary right of any person or entity. Notwithstanding the foregoing, SUBCONTRACTOR will have no such obligation of indemnification if CONTRACTOR or CLIENT specifically directs SUBCONTRACTOR to use specific equipment or use any specific methods or processes that are subsequently found to infringe a patent, copyright, or trademark or violate a trade secret or other proprietary right of any person or entity.

11.5

The obligations contained in this Section 6 shall continue until fulfilled and shall not be affected by the termination of this Agreement.

11.6

During the term of this Agreement, and for a period of one year after termination, the SUBCONTRACTOR agrees that SUBCONTRACTOR will not, without the express written consent of CLIENT, directly or indirectly, as an owner, director, stockholder, consultant, independent contractor, agent or otherwise, engage or assist any other person (other than CLIENT) to engage in any activity that relates to the specific Services or deliverables provided by SUBCONTRACTOR under this agreement, and which conflicts with the interests of CONTRACTOR or CLIENT. SUBCONTRACTOR shall not, directly or indirectly, solicit for employment any of CLIENT’s employees until at least one year after the end of the Agreement.

11.7

SUBCONTRACTOR may bring to bear certain processes, techniques and know-how that were developed by the SUBCONTRACTOR prior to this Agreement and are confidential or proprietary to the SUBCONTRACTOR (“SUBCONTRACTOR’s Information”). Except as set forth in this Section, the SUBCONTRACTOR shall retain all rights to the SUBCONTRACTOR’s Information. SUBCONTRACTOR agrees that SUBCONTRACTOR will notify CLIENT and CONTRACTOR in writing of any SUBCONTRACTOR’s Information that SUBCONTRACTOR intends to use in performing the Consulting Services prior to its use or incorporation in any documents or other deliverables to be given to CLIENT. SUBCONTRACTOR further agrees to grant, and hereby grants, to CLIENT a perpetual, royalty-free, worldwide, nonexclusive license to use, copy or disseminate Page 8 of 25

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SUBCONTRACTOR’s Information (used to provide Consulting Services hereunder) to the extent that SUBCONTRACTOR’s Information is (a) provided to CLIENT in any documents or other deliverables under this Agreement and (b) used in connection with the development, sale, distribution, use or manufacture of CLIENT’s products and services in the oil and gas industry. SUBCONTRACTOR further agrees that CLIENT, with no further obligation to provide SUBCONTRACTOR any additional consideration, shall have the full and unlimited right to make, use, and sell any products or services in the oil and gas industry that include or are based upon any pre-existing inventions owned by SUBCONTRACTOR, whether patented or unpatented, should SUBCONTRACTOR incorporate such preexisting inventions in the drawings, designs, reports, computations, calculations, working papers, documents of every kind, inventions, discoveries, innovations, and other developments that are prepared, conceived, developed or reduced to practice by SUBCONTRACTOR under this Agreement. 11.8

SUBCONTRACTOR’s Information may include information that relates to systems, procedures, processes, techniques and know-how, but does not include any information which CLIENT can show (a) is publicly known or becomes publicly known through no fault of or disclosure by CLIENT; (b) is given to CLIENT by someone other than the SUBCONTRACTOR as a matter of right and without restriction of disclosure; (c) was known to CLIENT prior to the Effective Date of this Agreement; or (d) is independently developed by or for CLIENT by persons having no access to the SUBCONTRACTOR’s Information disclosed hereunder.

12.

LIENS, ATTACHMENTS AND ENCUMBRANCES

SUBCONTRACTOR shall be responsible for all claims in respect of labor, equipment, supplies and materials to be furnished by or on behalf of SUBCONTRACTOR hereunder, and SUBCONTRACTOR shall not permit liens, attachments or encumbrances relating to its obligations to be imposed by any person, firm, or government authority upon CONTRACTOR’s or CLIENT’s property by reason of any such claim or demand against SUBCONTRACTOR. Any such lien, attachment, or other encumbrance shall, until SUBCONTRACTOR shall have secured the release thereof, preclude any claims or demands by SUBCONTRACTOR for payment under this Agreement, and in the event that the same shall not have been removed within a reasonable amount of time after receipt by SUBCONTRACTOR of written notice from CONTRACTOR, then CONTRACTOR may remove the same and withhold the cost of removal, including legal and other fees and expenses, from any sums due to SUBCONTRACTOR hereunder. 13.

ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the Parties in relation to the Services and supersedes all prior agreements, understandings and commitments, whether oral or in writing, between the Parties. No changes, alterations or modifications to this Agreement shall be binding on either Party unless set down in writing and signed by the authorized representatives of the Parties. Each party irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained in this Agreement unless such misrepresentation or warranty was made fraudulently and/or to rescind this Agreement. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as evidenced by the signature of their respective representatives.

{variable:Party Name (External Party)}

PT HALLIBURTON INDONESIA

LOGGING

SERVICES

Signature: ____________________________

Signature: ____________________________

By: _________________________________

By: __________________________________

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Title: _______________________________

Title: ________________________________

Date: _______________________________

Date: ________________________________

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EXHIBIT A – SCOPE OF SERVICES The SUBCONTRACTOR shall perform the XXX Scope of Work described on the attached document herein about:

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EXHIBIT B - MAIN CONTRACT AND RELEVANT EXHIBITS

Copy of the Main Contract between CONTRACTOR and CLIENT is provided to SUBCONTRACTOR with the following Annexes and Exhibits:     

Exhibit E Exhibit K Exhibit L Exhibit Q Exhibit S4

: Form of Performance Bond : Insurances requirement : QHSE Program : Form of Completion Work Certificate : Calculation of Cancellation Charges

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EXHIBIT C – COMPENSATION SCHEDULE

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EXHIBIT D - XXX WORKS SCHEDULE

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EXHIBIT E - CONTRACT AND PERFORMANCE PARAMETERS 1.

Performance Bank Guarantee

5% of Contract Value

2

Liquidated Damage Clausal

Apply to guarantee on time delivery schedule and performance service to prevent delay of well completion due to sole faults of Subcontractor.

… etc. parameter

Based on further discussion between the parties

other

performance

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EXHIBIT F - EQUIPMENT SPECIFICATION FROM SUBCONTRACTOR

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EXHIBIT G - FOR ONSITE SERVICE PROVIDERS

Halliburton Policies The following Halliburton Policies are corporate policies that Seller, its employees, agents and contractors are required to abide by while performing the Services for Halliburton. Seller agrees to provide copies of and communicate the following to its employees, agents and contractors that will be performing the Services. Failure to abide by or violation of the following shall result in the immediate termination of the Agreement by Halliburton pursuant to the Article entitled “Default and Termination for Cause” within the Agreement. 1. HALLIBURTON DRUG, ALCOHOL & SUBSTANCE ABUSE POLICY

PREAMBLE: This policy establishes Halliburton’s compliance goals on drug, alcohol and substance abuse in the workplace and on the use of drug, alcohol and substance abuse testing. The policy forms a template from which Business Units, in conjunction with local laws and local regulations, are to develop Business Unit specific practices and procedures. PURPOSE: This document establishes the policy of Halliburton, its Business Units, divisions, subsidiaries and s (collectively “Halliburton”) concerning drugs, alcohol and substance abuse in the workplace in order to maintain a drug free work environment safe for employees and conducive to high work standards. SCOPE: Covered Persons: Employees and Contractors while on Customer property or Halliburton property shall, at a minimum, be required to comply with the provisions of this policy as well as any applicable business unit or regional alcohol and controlled substances business practices, applicable Customer policy, local law and local regulatory agency policy. POLICY: Summary: This policy prohibits the use of controlled or Prohibited Substances by “Covered Persons” at any time and prohibits and/or regulates the use of alcohol and intoxicating beverages by Covered Persons while engaged in Halliburton activities. This policy will be istered and enforced through and in concert with applicable subsidiaries and divisions on a country by country basis in regard to alcohol and intoxicating beverages and local law or regulatory agency policy. In cases where this policy is in conflict with local law or regulatory agency policy, local laws and local regulatory agency policy will be adhered to. Substances Restricted by This Policy: 1. Illegal drugs including inhalants and “designer drugs.” The use, sale or attempted sale, possession, distribution or attempted distribution, manufacture or attempted manufacture, transfer or attempted transfer, and transportation or attempted transportation of illegal drugs including inhalants and designer drugs (collectively, “Prohibited Substances”) is strictly prohibited at any time. The detectable presence of Prohibited Substances at a level determined by Halliburton and consistent with local law or local regulatory guidelines is prohibited. Medications requiring prescriptions from a duly licensed medical practitioner are also prohibited unless the use by the Covered Persons is consistent with the written instructions in a valid written prescription in the Covered Person’s name. Page 17 of 25

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2. Alcohol or Intoxicating Beverages. The use, sale or attempted sale, possession, distribution or attempted distribution, manufacture or attempted manufacture, transfer or attempted transfer, and transportation or attempted transportation of alcohol or intoxicating beverages while On Duty is prohibited. The detection of alcohol or intoxicating beverages at a level of .02 BAC (% Blood Alcohol Concentration) or above while on duty will result in disciplinary action as described in the Drugs of Abuse and Alcohol Testing Procedures Manual (contractual requirements, local law or local regulatory guidelines may supersede minimum discipline procedures). The prohibitions above apply to all Covered Persons while On Duty, or while in, on, or using Halliburton Property or Customer Property. It is the Covered Persons’ responsibility to determine by consulting with their health care provider whether a prescription medication would affect their performance. Covered Persons in safety sensitive positions who have been prescribed medication that could affect the safe performance of their duties are required to notify their Halliburton supervisor prior to performing any hazardous or dangerous tasks. Failure by a Covered Person to notify his/her Halliburton supervisor shall be a violation of this policy. Prohibitions: Operating any Customer Property motor vehicle or vessel or Halliburton Property motor vehicle or vessel under the influence of Prohibited Substances, alcohol or intoxicating beverage is strictly prohibited. Reporting to work under the influence of any Prohibited Substances, alcohol or intoxicating beverage is strictly prohibited. Prohibited Substances, alcohol or intoxicating beverages are strictly prohibited at all Halliburton facilities. An appropriate officer of Halliburton or business unit may in certain cases, grant exception regarding restrictions on alcohol or intoxicating beverages usage; however, no exception may be granted regarding the operation of motor vehicles or vessels owned or otherwise controlled by Halliburton. Customer Policy: It is Halliburton’s policy to Customer’s policies regarding drugs, alcohol, and substance abuse. Covered Persons shall comply with Customer’s policies regarding drugs, alcohol and substance abuse while on customer property. Testing: All testing of Covered Persons done as a part of this policy must conform to Halliburton procedures, applicable Halliburton policy, local laws and local regulatory agency guidelines. Where permitted by local law, or local regulatory guidelines, the following drug and alcohol tests may be conducted by or on behalf of Halliburton or its Customers: pre-employment, Customer requested tests, post incident, random, sweep, reasonable cause, rehabilitation and other tests as mandated by local regulatory agencies and law. Collections and testing will be conducted only by qualified personnel and as applicable regulations and laws allow. The presence of a Prohibited Substance, alcohol or intoxicating beverage in a Covered Person’s urine, blood, or breath is a violation of this policy. Halliburton reserves the right to require on an unannounced basis, collection of a second specimen in the event the first specimen has been determined to be invalid for testing purposes. Confirmed positive test results indicating the presence of a Prohibited Substance, alcohol or intoxicating beverage in a Covered Person’s urine, blood or breath are grounds for immediate disciplinary action up to and including Page 18 of 25

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immediate termination. Tampering by a Covered Person with a specimen or using a substance or device designed to falsify test results is a violation of this policy which may result in termination and bar reemployment or bar consideration for employment. Refusal to provide an adequate sample, within a reasonable time frame, for testing under the of this policy is a violation of this policy, which may result in disciplinary action, up to and including termination or bar consideration for employment. Covered Person may request that the sample that was originally submitted be re-tested by an approved laboratory at his or her own expense. If a confirmed positive test result is reversed due to the results of the re-test, Halliburton will reimburse the Covered Person for all testing costs. A Covered Person will be given the opportunity to have test results explained to the Covered Person in confidence. The Covered Person, upon written request, may obtain copies of all information and records related to his or her test. Confidentiality: Halliburton treats all testing information as confidential, save and except any requirements of Halliburton to disclose any testing information under applicable Customer policy, local law and/or local regulatory agency policy. Searches: All searches of Customer Property or Halliburton Property must conform to any Halliburton procedures, applicable Customer policy, and any local regulations and/or local law. As a condition of providing services, employment or continued employment by Halliburton, Covered Persons consent to searches. Employees may be requested to sign forms documenting this consent; however, a signed consent form is not required, for continued employment consent. Contractors, and other Covered Persons while on Halliburton Property or on Customer Property, shall be required to comply with the provisions of this policy and Customer requirements, when applicable, in order to provide products and/or services to Halliburton. Where Employees are covered by specific Customer requirements or a site labor agreement, those published procedures will be followed. Discipline: Violation of this policy may result in disciplinary action up to and including dismissal pursuant to local law or local regulatory policy. Rehabilitation/Re-employment: Procedures vary depending on location. Employees are encouraged to seek rehabilitation; Halliburton and eligibility for rehire are dependent on local regulatory policy and local employment law. DEFINITIONS “Contractors” shall mean any person, including that person’s employees, agents and representatives, who supplies products and/or services to Halliburton or to a Customer at the request of Halliburton. “Covered Person” shall have the meaning set forth in the second paragraph of this policy. “Customer” shall mean any customer of Halliburton. “Employees” shall mean all present (including temporary and casual) and prospective employees of Halliburton. “Prohibited Substances” shall have the meaning set forth in the first paragraph under Substances Restricted by this Policy. Page 19 of 25

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“Property” shall mean all owned, operated, controlled or leased real and personal property of Halliburton or Customers. “On Duty” shall mean: (a) When being compensated on an hourly or salaried basis for work related activities and/or (b) When engaged in activity, the principal purpose of which is the furtherance of Halliburton’s business. 2. HALLIBURTON HARASSMENT POLICY

Code of Business Conduct: Harassment Date: May 21, 2003 Exhibit No.: 3-0016 PURPOSE: This Policy establishes and communicates Halliburton’s policy prohibiting harassment. Halliburton believes that all Employees should be treated with dignity and respect. It is the policy of Halliburton to provide a work environment which is free from harassment. Halliburton prohibits all forms of harassment of its Employees by Directors and other Employees, including supervisors or other of management. It is the responsibility of every Employee and Director to cooperate in reaching this goal. Harassment is considered a serious act of misconduct and may subject an Employee to disciplinary action including immediate discharge. As used in this Policy, the term “harassment” includes sexual, racial, ethnic, and other forms of harassment, including harassment based upon disability. Some examples of what may be considered harassment, depending on the facts and circumstances, include the following: 1. Verbal or Written Harassment. For example, unwelcome or derogatory comments regarding a person’s race, color, sex, religion, ancestry, ethnic heritage, mental or physical disability, age, appearance or other classification protected by Law; threats of physical harm; or the distribution, including by email or other electronic media, or display in any Halliburton work area, of written or graphic material having such effects. 2. Physical Harassment. For example, hitting, pushing or other aggressive physical , touching or threats to take such action, or inappropriate gestures. 3. Sexual Harassment. For example, unwelcome sexual conduct, whether verbal or physical, including, among other things, sexual advances, demands for sexual favors, or other verbal or physical conduct of a sexual nature, whether or not it was designed or intended to promote an intimate relationship. 4. Racial Harassment. For example, unwelcome or derogatory comments regarding a person’s race, color, ancestry or ethnic heritage; or distribution, including email or other electronic media, or display in any Halliburton work area, of written or graphic material having such effects. It is not considered harassment of any sort for supervisors and other of management to enforce job performance and standards of conduct in a fair and consistent manner. Page 20 of 25

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Employees who violate this Policy against harassment will be subject to disciplinary action at the discretion of Halliburton, up to and including suspension and termination of employment. Supervisors and other of management who fail to report violations by others of which they become aware, also will be subject to disciplinary action, up to and including suspension and termination of employment. Procedure: Any Employee who believes she or he is being harassed should consider telling the offending party that she or he objects to that conduct. This often solves the problem. However, if an Employee is not comfortable confronting the offending party (or if the offending party’s unwelcome conduct continues), the Employee should advise his or her immediate supervisor of the offending conduct. If the Employee is more comfortable discussing the issue with someone other than his or her immediate supervisor, or if the immediate supervisor has not taken what the Employee regards as appropriate action to solve the problem, the Employee should a Human Resources or Law Department representative. All such complaints will be investigated promptly and discreetly. Employees will not suffer adverse consequences as a result of reporting any act of harassment, including sexual harassment. 3. BACKGROUND INVESTIGATIONS-US

Reference No.: 4-31111-US Date: June 22, 2009 PURPOSE: This Policy defines the requirements for conducting background investigations and obtaining background investigative reports. SCOPE: This Policy applies to Halliburton operations in the U.S. POLICY: Halliburton Human Resources is responsible for oversight and implementation of this Policy and will coordinate with Procurement in order to establish procedures consistent with this Policy for background investigations in connection with the retention of Agency Employees and Independent Contractors. Halliburton conducts background investigations on prospective Regular, Part-time, Temporary, Co-op Employees, International Assignees, and Interns considered for employment in the United States. Halliburton conducts background investigations on Independent Contractors performing services for Halliburton for thirty (30) or more consecutive days. Halliburton also conducts background investigations or causes employers of Agency Employees to conduct background investigations on Agency Employees performing services for Halliburton for thirty (30) or more consecutive days. No prospective Regular, Part-time, Temporary, or Co-op Employee, Intern, Agency employee or Independent Contractor may commence employment with or begin performing work for Halliburton in the U.S. until background investigative report is completed and the individual is granted a “meets criteria” disposition as required by this Policy. Halliburton conducts background investigations on employees promoted into positions of Page 21 of 25

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substantial authority as set forth in Corporate Business Practice 4-17033 and Code of Business Conduct Policy 3-00001. Halliburton reserves the right to take discretionary employment action against employees with background investigative report results that do not meet Halliburton requirements. Such background investigations are performed by a third party consumer reporting agency retained by Halliburton, and such agency provides Halliburton with background investigative reports. The type of information that may be collected by the agency includes information pertaining to an individual’s criminal history, motor vehicle record history, past employment, education, credit history, and personal and professional references. Halliburton conducts background investigative reports in compliance with applicable laws and statutes. Consent from individuals is obtained as required by such laws. expressed in Corporate Policy 3-1302, Application of Human Resources Policies and Business Practices, are incorporated by reference into this Policy. DEFINITIONS Regular Employee – an employee hired for an indefinite period who regularly works the equivalent of 40 or more hours per week. Part-time Employee – an employee hired for an indefinite period, but who regularly works less than 40 hours per week. Temporary Employee – a person hired to work for Halliburton on Halliburton payroll, for a limited period of time not to exceed six (6) months of continuous employment. May include individuals employed by Halliburton in-house agencies to work on temporary assignments for Halliburton for limited periods of time. Agents, agency employees, distributors, Sellers, independent contractors and other similar third parties are not considered Temporary Employees. Agency Employee – Also referred to as a leased or contract employee. A person provided by an external staffing agency who performs office, technical or other services for Halliburton for a specific, limited period of time not to exceed twelve (12) months of continuous service. Staffing agencies are required to have a contractual agreement with Halliburton under which a charge, or mark up, is payable for each agency employee provided. The staffing agency is responsible for paying the employee and withholding the appropriate taxes as dictated by local regulations. Co-op Employee – A Temporary Employee who is currently seeking a baccalaureate, master’s or doctoral degree and is enrolled in an accredited college or university co-op program. Co-op employees generally alternate semesters of work and school for a total of up to four working semesters. Interns– A Temporary Employee who is currently seeking a baccalaureate, master’s, or doctoral degree and is enrolled in an accredited college or university. An internship consists of non-recurring, full-time employment of up to four months and typically occurs during the summer months. Independent Contractor – A self-employed individual, which includes Seller, who provides a unique service or expertise to Halliburton on an as-needed basis, over a specific period of time not to exceed twelve (12) months. This service or expertise is provided directly to Halliburton through a contractual agreement to perform work according to their own methods, without being subject to control of Halliburton except for the final work product. Independent Contractors are paid through s Payable and are not paid by Halliburton payroll. Each country’s laws Page 22 of 25

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regarding the exact definition of Independent Contractors may vary slightly. 4. HEALTH, SAFETY & ENVIRONMENTAL REQUIREMENTS AND ACKNOWLEDGEMENT

Contractor confirms and acknowledges that an authorized representative of Contractor has received, read, completed, understood and agrees to comply with the following Halliburton Health and Safety Policies while onsite:

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1. 2. 3. 4.

Contractor Health, Safety and Environment (HSE) Questionnaire; Halliburton Contractor Guidelines; Halliburton 20 Rules of Responsibility for Contractors; and All additional Halliburton Safety Policies provided or posted onsite.

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EXHIBIT H – HSE STANDARD TO FOLLOW HALLIBURTON HSE STANDARD

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