CENTRALIZERS SERVICES

SCOPE OF WORK

SCOPE OF WORK
CONTRACTOR shall provide COMPANY with a fully high quality EQUIPMENT as set
out in Exhibit A of this scope of work on consignment basis, in locations operated
by COMPANY (the SITE).

2. CONTRACTORS OBLIGATIONS
2.1
EQUIPMENT AND TOOLS
2.1.1 CONTRACTOR shall provide all the EQUIPMENT and tools required for the
WORK, which must be available at SITE as COMPANY may require, within
forty eight (48) hours of receiving COMPANY's notification at CONTRACTORs
sole cost and expense.
2.1.2 CONTRACTOR shall be fully responsible, at its sole cost and expense, for all
inspection, repair, maintenance and replacement of its EQUIPMENT and all
the necessary spare parts for its EQUIPMENT as required in accordance with
good oil field practices and, for proper storage and security of its EQUIPMENT
at all times during the term of this CONTRACT or any extensions thereafter.
CONTRACTOR shall keep the EQUIPMENT at all times in a good operating
condition. CONTRACTOR shall provide, upon request, pertinent details of
Quality Assurance and Quality Control procedures (QA / QC).
2.1.3 CONTRACTOR undertakes not to remove or transfer from the SITE
CONTRACTORs EQUIPMENT, as well as those of COMPANY in CONTRACTORs
custody, without prior written approval by COMPANY.
2.1.4 COMPANY has the right to inspect and reject any or all of CONTRACTORs
furnished EQUIPMENT to be used in the WORK which do not, in COMPANYs
opinion, comply with this CONTRACT. CONTRACTOR shall immediately
remove from the SITE and replace any of such rejected EQUIPMENT without
delay with items acceptable to COMPANY at CONTRACTORs expense.
2.1.5 During the term of this CONTRACT or any extension thereafter, EQUIPMENT
with improved, more efficient or advanced designs may become available.
CONTRACTOR shall, upon request by COMPANY, supply such new
EQUIPMENT, governed by the terms and conditions of this CONTRACT, to
replace the standard EQUIPMENT provided at charges to be mutually agreed
upon.
2.1.6 All the EQUIPMENT supplied by CONTRACTOR shall be newly manufactured in
accordance with API (American Petroleum Institute) specifications free from
defects, fault in material, workmanship and manufacture, and shall be stored
by CONTRACTOR under acceptable conditions to COMPANY.

2.1.7 CONTRACTOR shall keep sufficient quantities of EQUIPMENT available at

CONTRACORs warehouse for COMPANYs use based on the annual
consumption and in accordance with instructions given by COMPANY.
CONTRACTORS REPRESENTATIVE shall, from time to time check the stock
quantities with COMPANYs drilling representative.
2.1.8 CONTRACTOR shall at its sole expense and responsibility, store its
EQUIPMENTS at CONTRACTORs warehouse. EQUIPMENT maintained in stock
shall remain the property of the CONTRACTOR at all times. COMPANY will not
be responsible or liable for any loss of or damage to such EQUIPMENT.
COMPANY will not be obliged to buy remained stock at the end of the
CONTRACT term.
2.2

PERSONNEL :

2.2.1 CONTRACTOR will provide qualified personnel, according to the qualifications

required by COMPANY, to perform the WORK as and when required and to
maintain its equipment.
CONTRACTORs personnel once accepted by
COMPANY shall not be replaced without COMPANYs written consent, which
consent shall not be unreasonably withheld.
2.2.2 CONTRACTOR undertakes that all its personnel shall perform the WORK with
due diligence, efficiency, and skill, and in a safe and workmanlike manner in
accordance with generally accepted good oilfield practices, including safety
practices generally required by the oil and gas industry and as required by
COMPANYs safety rules and regulations
2.2.3 CONTRACTOR shall supervise its personnel at the SITE so as to ensure
prompt and efficient completion of the WORK. CONTRACTORs personnel
shall abide by all reasonable rules and regulations governing the WORK
promulgated by COMPANY.
2.2.4 COMPANY may at any time request removal of any of CONTRACTORs
personnel, where COMPANY has reason to believe that such personnel is
professionally incompetent or lacks due diligence or which may cause or has
caused the results of the WORK to be prejudiced. Such request for
replacement of personnel shall be given in writing to CONTRACTOR and
CONTRACTOR, at its sole cost and expense, shall promptly comply with such
request and shall provide a replacement or take such other action as may be
agreed with COMPANY to remedy the situation.
2.2.5 CONTRACTOR shall be responsible, at its sole cost and expense, for
furnishing its personnel with the necessary passports, visas, work permits
and health certificates. CONTRACTOR shall insure that all such visa and
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permit requirements are attended to in accordance with the laws and

regulations of the Arab Republic of Egypt as well as any governmental
authority having jurisdiction over the subject matter.
2.2.6 CONTRACTOR shall bear all expenses, lodging and meals of its personnel in
Cairo while waiting to travel to the SITE.
2.3

Transportation

2.3.1 CONTRACTOR shall be responsible for and shall bear all costs related to the
transportation of all its EQUIPMENT provided hereunder between the point of
origin and the Company Shore Base on the commencement, during and upon
completion or termination of this CONTRACT.
2.3.2 CONTRACTOR shall be fully responsible for all transportation and related
traveling expenses for CONTRACTORs personnel between Company Shore
Base and such personnels home base
2.4

Materials
For all materials or services rendered to CONTRACTOR pursuant to its
request, which services or materials are CONTRACTORs obligations,
COMPANY will charge CONTRACTOR for actual cost plus 15% overhead charge
except for materials issued from COMPANYs stock which will be at cost plus
30% overhead charge.

ARTICLE 3. COMPANYS OBLIGATIONS

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Transportation

3.1.1 COMPANY shall provide at COMPANYs expense the necessary transport

between offshore rigs at the SITE and COMPANYs harbor for CONTRACTORs
EQUIPMENT and personnel.
3.2
Facilities
3.2.1 Notwithstanding the provisions of Article 2.2.6 herein COMPANY shall provide
food and lodging for CONTRACTORs personnel while performing the WORK
for COMPANY at offshore rig site.
3.2.2 COMPANY shall provide assistance to CONTRACTOR in respect of obtaining
work permits for its expatriate staff provided COMPANY shall not be required
to incur any additional expense in providing such assistance.
3.2.3 COMPANY shall provide first aid medical care in SITE as may be required, for
CONTRACTORs personnel at CONTRACTORs cost and expense which will be
invoiced by COMPANY to CONTRACTOR. The level of care to be provided by
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COMPANY shall be the same as provided for COMPANYs employees. It is

expressly understood and agreed by the PARTIES hereto that the said
medical care is provided subject to CONTRACTORs indemnity.
ARTICLE 4. TERM OF CONTRACT
4.1.1 The primary term of this CONTRACT shall be for a period of two (2) years
effective --------------. If at the end of the primary term, the WORK is still in
progress on a given well, the primary term shall be automatically extended
until the date of completion of the WORK on such well.
4.1.2 Without prejudice to any other right vested to COMPANY as may be hereunder
provided, COMPANY shall have the right to extend this CONTRACT for an
additional period of one (1) year at the same rates, terms and conditions. Any
additional extensions other than the aforesaid shall be subject to the mutual
agreement of the PARTIES. In case both PARTIES failed to reach an
agreement for extending this CONTRACT, if requested by COMPANY,
CONTRACTOR shall be committed to continue the WORK for another three (3)
months, at COMPANY's notification, at the same rates, terms and conditions.

Exhibit A: CENTRALIZERS TECHNICAL SPECIFICATION

The scope of work will cover three different tools to cover all the service aspects as
per attached list of equipments.