SERVICE AGREEMENT

Entered into between:

First National Company for Operation & Maintenance Services LLC

and

New Food House LLC

In relation to
CATERING SERVICE

Reference:

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This contract (hereinafter referred to as the “Agreement”) is entered into on the date of its
signature by both Parties, by and between:

New Food House LLC, a company established under the laws of the Sultanate of Oman with
CR 1377889 with its head office located at P.O. Box: PO Box 105, PC – 122, Barka, Muscat,
Sultanate of Oman (hereinafter referred to as the “Service Provider”) of the one part;

And

First National Company for Operation & Maintenance Services LLC, a company established under the
laws of the Sultanate of Oman with CR 1098602 with its head office located at PO Box 572, PC – 320,
South Al Hail, Muscat, Sultanate of Oman (hereinafter referred to as the “Client” or “NOMAC”) of the other
part.

The Client and the Service Provider may hereinafter be referred to collectively as the “Parties” and
individually as a “Party”.

WHEREAS
(A) The Client is desirous of availing the Services in the Project Site, upon issuance of the relevant
Purchase Order (s).

(B) The Service Provider has agreed and undertaken to, upon issuance of Purchase Order(s) by the
Client, provide the Services, as per the requirement and to the full satisfaction of the Client as per
the terms and conditions and as per the scope to be assigned by the Client mentioned herein
below.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as
follows:

1. INTERPRETATION

1.1 Definitions

For the purposes of this Agreement and the preamble above, unless the context requires otherwise:

1.1.1. “Advance Payment Bond” means the bond in a form acceptable to the Client, to be
provided by the Service Provider to secure the proper performance of the Service
Provider’s obligation in relation to any advance payment provided, if applicable.

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1.1.2. “Affiliates” means any entity, or corporation, directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with the Client;

1.1.3. “Agreement” means the agreement as contained in this document and any schedules,
annexures or appendices attached to this document;

1.1.4. “Business Day” means any day on which banks or government institutions operate
excluding official public holidays in the country having jurisdiction over the Client;

1.1.5. ;“Code of Conduct” means the Client’s code of conduct available at:
https://www.nomac.com/en/code-of-ethics as such code might be amended, modified or
supplemented from time to time;

1.1.6. “Confidential Information” means in relation to each Party, all business, commercial,
economic, financial, operational, technical, administrative, marketing, planning and staff
information and data relating to it or to its interests whether in written, oral, electronic,
pictorial or any other form and all information, data, know-how, formulae, processes,
designs, photographs, drawings, specifications, software programs, samples and any other
related material, whether or not such information is designated as “Confidential Information”
at the time of its disclosure;

1.1.7. “Effective Date” means the date of commencement of this Agreement which is agreed by
the Parties to be 1 January 2025;

1.1.8. "Fees" means fees due and payable pursuant to Clause 4 (Consideration for Services);

1.1.9. “HSE” means health, safety and environmental policies, standards, procedures and
requirements applicable to the performance of the Services under this Agreement as
required by all applicable laws and regulations and as advised by the Client;

1.1.10. “HSE Code” means the Client’s HSE code as may be amended, modified or supplemented
from time to time, and notified by the Client to the Service Provider;

1.1.11. “Intellectual Property” means any and all confidential information, proprietary materials,
inventions, developments, data, discoveries, improvements, ideas, concepts, data,
computer programs, algorithms, protocols, systems and related documentation, and any
other works of invention or authorship (whether or not patentable, copyrightable, or entitled
to or eligible for other forms of legal protection) devised, written, invented, discovered,
developed, or reduced to practice or tangible medium;

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1.1.12. “Parties” means the Service Provider and Client and “Party” means either one of them;

1.1.13. “Performance Bond” means the bond in a form acceptable to the Client, to be provided
by the Service Provider to secure the proper performance of the Service Provider’s
obligations under this Agreement and the applicable Purchase Orders;

1.1.14. "Personnel" means those employees of the Service Provider supplied to the Client under
the terms of the Agreement and/or the Purchase Orders to perform the Services;

1.1.15. “Prohibited Acts” means any bribery, corruption or other prohibited act under the laws of
the Kingdom of Saudi Arabia, the US Foreign Corrupt Practices Act, the UK Bribery Act,
ICC Rules on Combating Corruption 2011, the laws of all other relevant jurisdictions and
other requirements of national and international agencies, including acts such as the
following:
(i) bribery and corrupt practices, including the paying, offering, giving, receiving, agreeing
to receive or soliciting, directly or indirectly, of anything of value to influence improperly
the actions of another Party, including a public official;
(ii) fraudulent practices, including any actions or omissions, including misrepresentations,
that knowingly or recklessly mislead, or are an attempt to mislead, another Party in
order to obtain a financial or other benefit or to avoid an obligation;
(iii) coercive practices, including impairing or harming, or threatening to impair or harm,
directly or indirectly, any other Party or the property of any other Party in order to
improperly influence the actions of a Party;
(iv) collusive practices, including any arrangement between two or more parties designed
to achieve an improper purpose, including improperly influencing the actions of another
Party; and
(v) obstructive practices, including, in relation to an investigation into allegations of bribery,
corruption or other prohibited act: (A) deliberately destroying, falsifying, altering or
concealing evidence that is material to the investigation; (B) making false statements
to investigators in order to materially impede the investigation; (C) threatening,
harassing or intimidating any other party to prevent it from disclosing its knowledge of
matters relevant to the investigation or pursuing the investigation; and (D) an act
intended to materially impede access to contractually required information in
connection with the investigation;

1.1.16. “Project Site” means Barka 1 IWPP, ACWA Power Barka SAOG ("Barka"), Sultanate of
Oman;

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1.1.17. “Purchase Order (s)” means the individual order for the Services issued by the Client to
be performed by the Service Provider under the terms and conditions of the Agreement
and the Purchase Order;

1.1.18. “Related Party” means:

(a) Affiliates of the Client except for wholly-owned companies.

(b) Substantial Shareholders of the Client.

(c) Directors and Senior Executives of the Client.

(d) Directors of Affiliates of the Client.

(e) Directors and Senior Executives of Substantial Shareholders of the Client.

(f) Any Relatives of persons described at (a), (b), (c) or (e) above.

(g) Any company controlled by any person described at (a), (b), (c), (e) or (f) above.

For the purposes of paragraph (f) of this definition, the term “Relatives” shall mean a
parent, spouse, and children.

1.1.19. "Senior Executives" means persons responsible for managing the daily operations of the
Client, and proposing and executing strategic decisions, such as the Chief Executive
Officer (CEO) and his / her delegates and the Chief Financial Officer (CFO);

1.1.20. "Substantial Shareholder" means a person holding five percent (5%) or more of the
shares of the Client or voting rights therein;

1.1.21. “Services” means those services set out in Annexure B herein and includes any matters
reasonably to be inferred from the Agreement or trade usage; and

1.1.22. “Writing” means legible writing (including electronic writing) and in the English language.

1.2. General Interpretation

For the purposes of this Agreement, the following rules of interpretation shall apply, unless
otherwise provided by this Agreement and/or the context requires otherwise:

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1.2.1. a reference to any one gender, whether masculine, feminine or neuter, includes the other
two genders;

1.2.2. any word or expression defined in, and for the purposes of this Agreement shall, if
expressed in the singular, include the plural and vice versa, and a cognate word or
expression shall have a corresponding meaning;

1.2.3. references to a statutory provision include any subordinate legislation made from time to
time under that provision and references to a statutory provision include that provision as
from time to time modified or re-enacted, as far as such modification or re-enactment
applies, or is capable of applying, to this Agreement;

1.2.4. references in this Agreement to “clauses” and/or “schedules” and/or “annexures” and/or
“appendices”, are to clauses and/or schedules and/or annexures and/or appendices (as
the case may be) to, this Agreement;

1.2.5. words and expressions defined in any law which is referred to in this Agreement and which
are not defined in this Agreement shall, if and in the context and/or in relation to that law,
have the same meanings in this Agreement as those ascribed to them in that law;

1.2.6. any word and expression defined in any clause shall, unless the application of the word or
expression is specifically limited to the clause in question, bear the meaning ascribed to
the word or expression throughout this Agreement;

1.2.7. if any provision in a definition is a substantive provision conferring a right or imposing an

obligation on any Party then, notwithstanding that it is only in a definition, effect shall be
given to that provision as if it were a substantive provision in the body of this Agreement;

1.2.8. the use of the word “including” followed by a specific example, or examples, shall not be
construed as limiting the meaning of the general wording preceding it, and the eiusdem
generis rule shall not apply in the interpretation of such general wording or such specific
example or examples;

1.2.9. if any period is referred to in this Agreement by way of a reference to days, weeks, months,
years or other intervals, the period shall be reckoned exclusive of the first day and inclusive
of the last day, unless the last day falls on a day which is not a Business Day, in which case
the last day shall be the next succeeding Business Day;

1.2.10. any reference to days (other than Business Days), months or years, shall be a reference
to calendar days, calendar months or calendar years, as the case may be;
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1.2.11. if any obligation is required to be performed on a particular day, it shall be performed by

12h00 (local time at the place where the obligation or act is required to be performed) on
that day;

1.2.12. no provision of this Agreement shall constitute a stipulation for the benefit of any person
who is not a Party to this Agreement; and

1.2.13. words or expression having a meaning which is similar to any word or expression which is
defined in this Agreement shall have the same meaning as the word or expression which
is so defined.

1.3. Headings and sub-headings

All headings and sub-headings in this Agreement are for convenience only and are not to be taken
into account for the purposes of interpreting it.

2. PROVISION OF SERVICES

2.1. The Client may from time to time, based on its own internal business and operational requirements,
issue Purchase Orders to the Service Providers and the Service Provider shall accordingly provide
the Services to the Client upon the further terms and conditions of this Agreement and the
applicable Purchase Orders. The Parties agree that in the event of any conflict or inconsistencies
between of the terms and conditions stipulated in this Agreement and the terms and conditions
stipulated in the Purchase Orders, the terms and conditions of this Agreement shall prevail.

2.2. The Service Provider shall perform the Services to the required levels set out in Annexure C and
as may be further specified or described in the applicable Purchase Orders.

3. TERM OF AGREEMENT

3.1. This Agreement shall commence on the Effective Date and continue for a period of three (3) years
(the “Term”) and can be extended on written agreement by the Parties until such time as it is
terminated by either in accordance with the provisions of Clause 13 (Termination).

3.2. Unless otherwise specified in the Agreement, all Services shall be commenced and performed at
the Project Site. Commencement and performance of the Services shall be on the Effective Date
or in accordance with the applicable Purchase Orders, unless otherwise agreed to by the Client.
Delays in commencement and/or performance shall be reported immediately by the Service

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Provider to the Client. Services shall be commenced and performed on the days and during the
times specified in this Agreement.

3.3. If the Services are not performed on the due date then, without limiting any other remedy, the Client
shall be entitled to deduct from the Fees or (if the Client has paid the Fees) to claim from the Service
Provider by way of liquidated damages for delay zero point five per cent (0.5%) of the Fees for
every day’s delay, up to a maximum of ten (10) per cent of the aggregate Fees payable under this
Agreement. By way of example, if the delay endures for one day only, the liquidated damages shall
apply to one day’s Fees only. The payment or deduction of such damages shall not relieve the
Service Provider from the obligation to complete the Services, or from any other of his obligations
and liabilities under this Agreement.

3.4. If the Services are not performed to the required levels set out in Annexure C, then, without limiting
any other remedy, the Client shall be entitled to deduct from the Fees, or (if the Client has paid the
Fees) to claim from the Service Provider by way of liquidated damages the amounts set out in
Annexure C for every week of underperformance, up to (per key performance indicator not attained)
a maximum of ten (10) per cent of the aggregate Fees payable under this Agreement per annum.
If the underperformance endures for less than a week, the liquidated damages shall be pro-rated
accordingly. By way of example, if the underperformance endures for one day only, the liquidated
damages shall apply to one day's Fees only.

3.5. Where the Client has elected to claim by way of liquidated damages in accordance with Clause 3.3
or Clause 3.4, the Service Provider shall make payment of the relevant amount within thirty (30)
days from the date of such claim.

3.6. If thirty (30) days after the date of the relevant claim, the Service Provider fails to pay the amounts
of liquidated damages due to the Client, the Client shall be entitled to charge interest on all
outstanding amounts at the rate of 3% (three percent) per annum, levied pro rata on a monthly
basis for each outstanding one month period, reckoned from the due date to date of actual payment.

3.7. The liquidated damages payable under Clauses 3.3 and 3.4 are payable by the Service Provider
in lieu of actual damages, and not as a penalty.

4. CONSIDERATION FOR SERVICES

4.1. As consideration for the proper performance of the Services to be provided by the Service Provider
to the Client, the Client shall pay to the Service Provider the Fees at the rate reflected in Annexure
A to this Agreement and as further specified in the applicable Purchase Orders.

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5. PAYMENT TERMS

5.1. All payments due to the Service Provider by the Client pursuant to this Agreement and the Purchase
Orders are to be paid directly to the Service Provider and the following terms apply:

5.1.1. The Service Provider shall issue invoices for the Services properly rendered during a
calendar month within ten (10 days) from the last day of that calendar month.

5.1.2. All payments for the Services rendered are to be paid within thirty (30) days from the date
of the invoice for Services rendered and shall be made after deduction of applicable taxes
under the laws of Sultanate of Oman, unless the Client disputes such invoice in which case
payment shall be made only for the undisputed portion of such invoice and the disputed
portion shall be settled between the Parties in accordance with Clause 17 (Dispute
Resolution). Any payments being disputed shall be deferred until such dispute has been
resolved in accordance with Clause 17 (Dispute Resolution).

5.1.3. Issued invoices will be available for dispute for a period of thirty (30) days after issue, after
which the invoice will be regarded as final and no further disputes will be accepted.

5.1.4. All payments in terms of Clause 4.1 are to be paid into the nominated bank account of the
Service Provider.

5.1.5. Proof of payment is to be emailed to the Service Provider at the email address nominated
by it in Clause 16.1 below on the date on which the electronic funds transfer is effected by
the Client.

5.1.6. The Client may set off against any payment for Services any sums owed to the Client `by
the Service Provider.

5.1.7. The Service Provider undertakes to upload all Services entry sheets on the Client’s Jaggaer
software system (or any other software system informed to the Service Provider by the
Client with a reasonable notice in Writing). After obtaining approval from the Client, the
Service Provider shall submit the relevant invoice through Jaggaer software. The non-
observance of this procedure by the Service Provider shall result in nonpayment of the
relevant invoice.

5.2 All payments due and payable under this Agreement and/or the Purchase Orders shall be
calculated and made in Omani Rial (OMR).

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6. OBLIGATIONS OF THE SERVICE PROVIDER

6.1. The Service Provider will, in accordance with all applicable laws and regulations:
6.1.1. Perform all Services at the Project Site (unless otherwise specified in this Agreement);
6.1.2. Provide competent, trained and experienced staff of the accepted professional standards,
all the necessary equipment and materials to carry out the Services (and in accordance
with all applicable localization laws);
6.1.3. Be deemed to have full working knowledge and have obtained all necessary information
and data of the Project Site, including, where applicable, prevailing location, physical
conditions, hygienic state, access, contingencies and all other circumstances under which
the Services shall be performed;
6.1.4. Be deemed to have obtained all necessary information as to risks, contingencies and any
other circumstances that may influence or affect the execution of the Services;
6.1.5. Be deemed to have planned, considered and accounted for any effects of working in the
Project Site;
6.1.6. Perform and complete all Services with skill and diligence in a professional, workmanlike
manner and in accordance with this Agreement and good industry standards and practices;
6.1.7. Perform all Services with due diligence and efficiency and in accordance with good
practices and accepted professional standards and meeting the intents and obligations
outlined in and implied from the Agreement; and
6.1.8. Perform the Services at all times in such manner as will always safeguard and protect the
Client’s interest and take all necessary and proper steps to prevent abuse or uneconomical
use of the facilities made available to the Service Provider.

6.2 The Service Provider has satisfied itself as to the nature of the Services, the correctness and
sufficiency of the rates and fees stated in the Agreement, general and local conditions of the Project
Site and all other matters which could affect performance of the Services.

6.3 The Service Provider shall carry out the Services in accordance with the Code of Conduct and the
HSE Code.

7. SERVICE PROVIDER PERSONNEL

7.1 The Service Provider will, for the duration of the Agreement, provide to the Client with the Personnel
as set out in Annexure B, this Agreement and as may be further specified in the Purchase Orders.

7.2 The Personnel supplied by the Service Provider shall be subject to all disciplinary and
administrative regulations and arrangements from time to time applicable to the Client’s own
employees and the Service Provider shall take all necessary steps to ensure compliance with such

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regulations and arrangements. The foregoing obligation shall include full compliance by Personnel
with the Client’s safety regulations in force at the Project Site.

7.3 The Personnel supplied by the Service Provider shall be deemed to be employees of the Service
Provider for all purposes at all times. The Service provider shall indemnify the Client for any losses,
damages, costs, claims or causes of action arising out of any Personnel claiming to be employees
of the Client.

7.4 The Personnel shall report to and be responsible to the Client’s authorized representative and the
Service Provider shall ensure that the Personnel will carry out such duties as are reasonably
required of them at the Project Site, as specified in Annexure B to this Agreement.

7.5 The Service Provider shall provide replacement Personnel during periods of absence (whether due
to sickness or leave), at no extra cost to the Client.

7.6 If at any time and for any reason the Personnel do not perform their duties to the entire satisfaction
of the Client (acting in its sole discretion), then the Client may at its option terminate this Agreement
in accordance with Clause 13.2.4, or require the Service Provider to nominate without delay
suitable replacement Personnel acceptable to the Client and at no extra cost to the Client in the
manner set out in Clause 7.9.

7.7 The Service Provider warrants and shall ensure that in the provision of the Services Personnel
shall exercise the highest degree of care, skills and due diligence ordinarily expected from an
experienced Service Provider engaged in the same type of undertaking. The Service Provider
further warrants that it shall continuously provide all necessary Personnel and shall ensure that the
Personnel are not replaced without prior knowledge of the Client.

7.8 The Service Provider warrants and shall ensure that all the Personnel have sufficient qualifications
and experience to perform their tasks safely, competently, and efficiently, and shall ensure that
they are healthy, fit and suitable in every respect to perform the Services. The Service Provider
shall also ensure that all Personnel qualifications or experience levels meet or exceed any
particular minimum standards or other requirements which are specified by the Client or the
applicable laws. The Service Provider shall supply the Client with evidence of the qualifications,
training and experience of Personnel, and shall promptly submit any detailed information which is
required by the Client concerning Personnel in order to enable the Client to review the information.

7.9 The Client may, upon giving a notice in Writing with its reasons to the Service Provider, request the
Service Provider to remove any of its officers, employees or agents from performing the Site
Services, provided only that such reasons is not unreasonable. The person shall be removed
forthwith at the expense of the Service Provider and shall not be engaged on the Services again or
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on any other work of the Client without prior Client approval. Personnel who have been removed
from the Services shall immediately be replaced, if the Client so requires, by other suitably qualified
persons acceptable to Client.

7.10 The Service Provider shall provide the Client with photocopies of ID documents and any similar
personal security documentation necessary to obtain the Client’s identification cards and passes
for the Service Provider’s Personnel. The Service Provider shall ensure that Personnel carry such
identification cards with them at all times when they are at the Project Site or at any Client premises.

7.11 The Service Provider shall require its Personnel to be law abiding, peaceful and respectful of local
cultural traditions.

7.12 The Service Provider shall provide, at its own cost, all Personnel performing the Services with all
of the Service Provider’s protective clothing and equipment appropriate for the performance of the
Services in accordance with the Client’s applicable HSE requirements along with appropriate
uniforms and name tags.

7.13 The Service Provider shall comply with and shall be held accountable for non-compliance to each
and every relevant HSE related law and/or regulation including any applicable international
conventions and protocols duly ratified by the Sultanate of Oman or any of the Client’s HSE
instructions and standards. Any notice in Writing by the Client to (re)align with those HSE standards
shall be acted upon by the date specified in that notice.

7.14 Service Provider's Personnel shall complete such time sheets as the Client requires in respect of
the Services and Service Provider shall submit to the Client such time sheets with its invoice. Time
sheets will be available for approval for a period of fourteen (14) days after date of submission by
the Service Provider, after which the time sheet will be regarded as final.

7.15 The Service Provider shall deploy at the Project Site the Personnel necessary to conduct the
Services in accordance with this Agreement.

7.16 The staffing levels at the Project Site shall not be changed or amended without the prior approval
of the Client in Writing, which approval shall not be unreasonably withheld or delayed.

7.17 The Service Provider shall ensure that the Personnel are on duty at the Project Site during the
hours specified and first on call after hours for life threatening emergencies, which shall be limited
to three call-outs a week, three hundred and sixty-five (365) days a year throughout the Term,
commencing on the Effective Date.

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7.18 The Service Provider warrants that it shall provide adequate medical insurance, minimum wage(s),
suitable accommodation (wherever applicable) reasonable hygiene standards to its Personnel or
its subcontractor’s personnel performing the Services under this Agreement, in accordance with
the laws of its jurisdiction and the laws of the country where the Services will be provided under
this Agreement.

7.19 The Service Provider is responsible for payment of salaries, wages, bonuses, overtime, allowances
and other similar payments to the Personnel and shall indemnify and hold harmless the Client
against liabilities, penalties and/or losses incurred by the Client arising from the Service Provider’s
failure to make such payments to the Personnel. The Service Provider further warrants that all its
Personnel and/or its subcontractors performing the Services shall be timely paid all their salaries
and dues. If, In the Client’s reasonable opinion, the Service Provider has failed to pay any of its
Personnel, its subcontractor and/or its subcontractor’s personnel on time without any valid reason,
the Client may exercise the right, but shall not have any obligation to make direct payment to the
Personnel, its subcontractor and/or or its subcontractor’s personnel. The Client may only exercise
its entitlement under this clause if the Client, acting reasonably, has determined that payment from
the Service Provider its employees/personnel or its subcontractors has been overdue for more than
three (3) days after the end of the due date.

7.20 If the Client makes direct payment pursuant to the above Clause 7.19, the payment shall be
considered as a debt of the Service Provider due to the Client and the Client may at any time (in
Its sole discretion) either: i) demand that Service Provider pay such amount(s) to the Client within
five (5) days; or ii) set-off such amount(s) against any amounts owed to the Service Provider
pursuant to this Agreement.

Any direct payment made pursuant to above Clause 7.19 shall not relieve the Service Provider
from: i) any liability or obligation under the Agreement; or ii) responsibility for the acts, defaults and
omissions of Its employees/workers or subcontractors, their agents, which acts, defaults and
omission shall be treated as fully as If they were the acts, defaults or neglects of Service Provider’s,
its agents or employees.

7.21 The Service Provider shall immediately advise the Client of any labour disputes or anticipated
labour dispute which may have an impact to the Service Provider’s performance of the Services in
accordance with this Agreement and/or the Purchase Order.

8. INSURANCE

8.1. The Service Provider shall ensure that adequate liability insurance is maintained at all times.

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8.2. Without limiting the Service Provider's obligations and responsibilities under the Agreement, the
Service Provider shall at its own expense and wherever necessary arrange and maintain a motor
vehicle third party and (wherever applicable) workmen's compensation which shall provide cover
to its Personnel for all compensation and other benefits required by workmen's compensation or
other similar statutory insurance laws of any nation or political subdivision thereof, to which Service
Provider's operation under the Agreement is subject in respect of liability for bodily injury by
accident or disease including death resulting therefrom sustained by Personnel in relation to, or
arising out of the performance of the Agreement.

8.3. Service Provider shall procure and maintain in effect at its own expense insurance for third party
liability to provide for the payment of claims resulting from property loss or damage or bodily injury,
including death, sustained by third parties caused by an occurrence resulting from the Services.
The Client shall be named as additional insured person in the said insurance policy.

8.4. The Service Provider shall take out such insurance as required hereunder with an insurance
company in respect of its liabilities herein and to fulfill any requirements of government or other
appropriate bodies and will produce evidence of the relevant policies of insurance and receipts
evidencing payment of current premiums and any other information the Client may reasonably
require.

9. LIABILITY AND INDEMNITY

9.1. Notwithstanding any other provision of this Agreement, the Service Provider shall perform all of its
obligations in a timeous manner under this Agreement, whether express or implied and:

9.1.1. if the Service Provider fails to carry out any such obligation with reasonable speed or
efficiency; and

9.1.2. persists in such default after receiving reasonable notice in Writing to do so,

the Client shall be entitled to seek adequate relief or compensation for any direct damages caused
by the Service Provider’s failure to carry out its obligations under this Agreement.

9.2. The Service Provider shall indemnify and hold the Client harmless from and against any liability for
death, illness or injury to any third party or for loss of or damage to any third party's property and
against all claims, demands, proceedings and causes of action resulting therefrom and arising out
of any negligent act or default on the part of the Service Provider, the Personnel, its servants,
contractors or agents in the performance of its obligations hereunder.

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9.3. The Service Provider shall indemnify and hold the Client harmless from and against any and all
liability and in respect of all losses, damages, costs, claims or causes of action arising out of:

9.3.1 sickness, injury or death of Personnel howsoever caused excluding where such is caused
by the negligence of the Client;

9.3.2 physical loss of or damage to the property of the Service Provider or the property or
personal effects of its personnel excluding where such is caused by the negligence of
Client;

9.3.3 the imposition of any liability or penalty upon the Client by any competent authority of any
country where the Services are being performed by reason of any violation of the laws of
such country arising out of the negligent acts or omissions of the Service Provider, the
Personnel, its servants, contractors or agents whilst performing any part of the Services
hereunder;

9.3.4 breach of any warranty given by the Service Provider in relation to the Services; or

9.3.5 any negligent act or omission of any of the Service Provider, the Personnel, its servants,
contractors or agents in connection with the performance of the Services.

9.4 Any action for breach of this Agreement or claim brought by the Service Provider against the Client
must be commenced no later than six (6) months after expiration or termination of the Agreement
or the completion of the Services whichever is earlier (the “Claim Period”). If the Service Provider
fails to bring such action within the Claim Period, then the Service Provider shall be deemed to
have waived whatever rights it may have had in relation to such cause of action including all legal
and equitable remedies.

10. PROHIBITED ACTS

10.1 The Service Provider and the Client represent, warrant, agree and undertake to each other that:

10.1.1 neither the Service Provider, any of its affiliates, owners, officers, directors, personnel,
employees or other representatives at the date of the entering into force of the Agreement,
has offered, promised, given, authorized, solicited or accepted any undue pecuniary or
other advantage of any kind (or implied that they will or might do any such thing at any time
in the future) in any way connected with the Agreement and that it has taken reasonable
measures to prevent subcontractors, agents or any other third parties, subject to its control
or determining influence, from doing so;

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10.1.2 neither the Service Provider, any of its affiliates, owners, officers, directors, personnel,
employees or other representatives during the term of this Agreement will perform any
Prohibited Act, in relation to the performance of the Services under this Agreement; and

10.1.3 neither the Client, any of its Affiliates, owners, officers, directors, employees or other
representatives during the term of this Agreement will perform any Prohibited Act, in
relation to the performance of this Agreement.

10.2 Both the Service Provider and the Client covenant that should it become aware of any Prohibited
Act relating to the performance of this Agreement, it shall promptly notify the other Party and shall
cooperate in good faith with any concerns of such nature of which it may be notified by the other
Party. Either Party may by notice in Writing require the other Party to remove (or cause to be
removed) anyone who is involved in the performance of this Agreement, who in the reasonable
opinion of the notifying Party, has committed or may be involved in the committing of a Prohibited
Act or terminate this Agreement in accordance with clause 13.1.3 or 13.2.5 of this Agreement, as
applicable.

11. NON-SOLICITATION

11.1. The Client shall not, for the duration of this Agreement until 6 months from the date of termination
of this Agreement, specifically and intentionally target the Service Provider’s staff with a view to
entice or encourage them to leave the employ of the Service Provider.

11.2. The Service Provider shall not, for the duration of this Agreement until 6 months from the date of
termination of this Agreement, specifically and intentionally target the Client's staff with a view to
entice or encourage them to leave the employ of the Client.

12. CONFIDENTIALITY

12.1. The Parties to this Agreement have already acquired and shall continue to acquire knowledge of,
and access to Confidential Information as a result of their business interactions in terms of this
Agreement.

12.2. The Parties undertake not to disclose, publish, release, transfer or otherwise make available
Confidential Information or any information relating to operations and/or the affairs of the Parties in
any form to, or for the use of or benefit of any other person or entity without the prior consent in
Writing of the other Party (which consent shall not be unreasonably withheld).

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12.3. The Parties agree to keep all Confidential Information confidential and to disclose it only to their
officers, directors, employees, consultants and professional advisers who have a need to know
(and then only to the extent that each such person has a need to know), are aware that the
Confidential Information should be kept confidential and have been directed by the disclosing Party
to keep the Confidential Information confidential and have undertaken to keep the Confidential
Information confidential.

12.4. During and after the Term, other than as ordered or required by law or in the course of
administrative or judicial proceedings, or in accordance with the requirements of any applicable
stock exchange, the Service Provider shall not issue, and shall procure that its affiliates,
successors, assignees, employees, representatives, directors, officers, agents, advisors,
contractors, suppliers and subcontractors of any tier (the “Service Provider Group”) do not issue,
any press release or make any other public announcement relating to the transactions
contemplated by this Agreement without the prior approval in Writing from the Client as to the
contents and the manner of presentation and publication of such press release or public
announcement. During and after the Term, the Service Provider shall not use or display and shall
procure that the Service Provider Group shall not use or display Client's or the owner of the Project
Site’s name, or the Project Site or use any pictures, photographs, audio and video recordings,
digital images showing, indicating or containing the Client, the Services or the Project Site in any
website, social or professional media or network, television programs, advertising, publicity, sales
and marketing brochures, books, magazines, CDs, DVDs, tapes, or any other print or electronic
media or other publications anywhere in the world without Client's consent in Writing.

12.5. The foregoing obligations shall not apply to any information which:

12.5.1. is lawfully in the public domain at the time of disclosure;

12.5.2. subsequently and lawfully becomes part of the public domain by publication or otherwise
and other than in breach of this Agreement;

12.5.3. subsequently becomes available to the receiving Party from a source other than the
disclosing Party, which source is lawfully entitled without any restriction on disclosure to
disclose such Confidential Information;

12.5.4. is disclosed pursuant to a requirement or request by operation of law, regulation or court

order; or

12.5.5. (in the case of the Client only) the Client is required to disclose to the owner of the Project
Site or its lenders.

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13. TERMINATION

13.1. The Service Provider shall have the right to forthwith terminate this Agreement or the applicable
Purchase Order by notice in Writing to the Client, without prejudice to any claim which the Service
Provider may have against the Client for Fees due and payable, where:
13.1.1. the Client fails to pay any amount due under this Agreement (save to the extent that such
amount is disputed in accordance with the terms of this Agreement) within sixty (60) days
of receipt of notice to the Client requiring payment of such amount;
13.1.2. the Client becomes insolvent; or
13.1.3. the Client has engaged and/or is engaging in a Prohibited Act.

13.2. The Client shall have the right to forthwith terminate this Agreement and/or the Purchase Orders
by notice in Writing to the Service Provider, without prejudice to any claim which the Client may
have against the Service Provider for amounts due and payable, where:
13.2.1. the Service Provider fails to pay any amount due under this Agreement and/or the
Purchase Orders within thirty (30) days of receipt of notice to the Service Provider
requiring payment of such amount; or
13.2.2. the Service Provider becomes insolvent;
13.2.3. the Service Provider fails to commence and/or perform the Services in accordance with
this Agreement and/or the Purchase Order;
13.2.4. at any time and for any reason the Personnel do not perform their duties to the entire
satisfaction of the Client (acting in its sole discretion);
13.2.5. the cap on liquidated damages set out in Clauses 3.3. and/or 3.4 is exceeded;
13.2.6. the Service Provider has engaged, is engaging and/or is reasonably inferred to be
engaging in a Prohibited Act or any practice that could reasonably be expected to result
in breach, or is in breach of Clause 18; and
13.2.7. the Service Provider fails to comply with any of its obligations under this Agreement and/or
the Purchase Order.

13.3. The Client may terminate this Agreement and the applicable Purchase Orders for convenience at
any time during its Term or the term of the Purchase Order, respectively, in accordance with this
Clause 13.3. In the event the Client elects to do so, the Client shall give to the Service Provider
thirty (30) days’ notice in Writing, at the end of which period this Agreement shall terminate. Upon
termination of this Agreement pursuant to this Clause 13.3, the Client shall pay the Service Provider
in respect of Services satisfactorily performed (in the sole discretion of the Client) up to the date of
termination. In no event shall the Service Provider be entitled to any prospective profits,
consequential or indirect losses or any damages because of such termination.

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13.4. On the date of termination of this Agreement pursuant to Clause 13, the Service Provider shall
discontinue performance of the Services and shall wholly comply with the Client’s instructions
regarding such termination.

13.5. The terms and conditions of this Agreement shall remain in full force and effect until such time the
Agreement is terminated or amended in accordance with the terms hereof, save Clauses 9 (Liability
and Indemnity), 11 (Non-solicitation) and 12 (Confidentiality), 13 (Termination) and Clause 17
(Dispute Resolution), which will survive the termination of this Agreement.

13.6. Upon termination of this Agreement, the Service Provider shall transfer to the Client all title, rights
and interest in the materials, equipment, stock, inventory and other works related to the provision
of the Services.

14. FORCE MAJEURE

14.1. Neither Party shall be liable for any failure to fulfil its obligations under this Agreement if and to the
extent that such failure is caused by any circumstances beyond its reasonable control and not of
its making, including but not limited to flood, fire, earthquake, war, tempest, hurricane, industrial
action, floods, government restrictions or acts of God.

14.2. If a force majeure occurs the invoking Party shall provide the other Party with a notice in Writing
describing the force majeure preventing the invoking Party’s ability to perform its obligations under
this Agreement. Such notice shall not be later than five (5) days from the occurrence of such force
majeure. Failure of the invoking Party to notify the other Party of the force majeure preventing its
obligations under this Agreement within five (5) days from the occurrence of such force majeure
shall automatically waive the invoking Party’s right to benefit from any relief under this Clause 14.

14.3. If the force majeure shall continue for more than thirty (30) days, the non-invoking Party shall be
entitled to terminate this Agreement on the expiry of such period with immediate effect by notice in
Writing, but shall not be entitled to claim damages against the invoking Party as a result of the delay
or failure in the performance of any obligations hereunder due to or resulting from the force majeure,
except as otherwise provided in this Agreement.

15. PERMITS AND LICENCES

The Service Provider shall obtain and maintain all permits, consents, approvals and licenses from
the relevant competent authority that are required to be obtained in its name and that are necessary
for the performance of its obligations under this Agreement and that are not the responsibility of the
Client. For the avoidance of doubt, the Service Provider shall obtain all work permits, visas and any

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other permits and licences required to be obtained in its name in order for the Personnel to perform
the Services.

16. ADDRESSES FOR NOTICES AND LEGAL PROCESS

16.1. Each Party choose as its address for all purposes under this Agreement (“Chosen Address”),
whether in respect of serving any court process or other documents, giving any notice or making
any other communications of whatsoever nature (“Notice”), the following:

Service Provider: Address: PO Box 105, PC – 122, Barka, Muscat Sultanate Of Commented [PB1]: Service provider to update

Oman
Email: [email protected]

Attention: Mr. Usamah Munneer

Client: Address: PO Box 572, PC – 320, South Al Hail, Muscat,

Sultanate of Oman
Email: [email protected]
Attention: Mr. Viswanathan Ramachandran

16.2. Any Notice required or permitted to be given in terms of this Agreement shall be valid and effective
only if in Writing, but it shall be competent to give notice by email.

16.3. Any Party may by Notice to the other Party, change its Chosen Address to another physical
address or email address, provided that the change shall only become effective on the 7th
(seventh) day from the date of receipt (or deemed receipt) of the Notice by the other Party.

16.4. Any Notice:

16.4.1. delivered by hand to a responsible person during ordinary business hours at its Chosen
Address, shall be deemed to have been received on the day of delivery; or

16.4.2. sent by email to its Chosen Address, shall be deemed to have been received on the
date of dispatch and at the time recorded by the computer/device used by the sender
of the email (unless the contrary is proven).

16.5. Notwithstanding anything to the contrary herein contained, a Notice actually received by a Party
shall be an adequate written notice or communication to it notwithstanding that it was not sent to
or delivered at its Chosen Address.

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17. DISPUTE RESOLUTION

17.1. The Parties shall use their best endeavors and efforts to resolve, through mutual consultation and
without involving third parties, any disputes which may arise under, out of, or in connection with or
in relation to this Agreement.

17.2. If, following such mutual consultation and negotiation, the dispute still remains unresolved and
outstanding within ten (10) days after the date of referral in Writing, the dispute shall, by written
notice by either Party to the other, be referred to the non-exclusive jurisdiction of the Courts of the
Sultanate of Oman in accordance with the provisions of this Clause 17.

17.3. This Clause 17 will continue to be binding on the Parties notwithstanding any termination or
cancellation of the Agreement.

18. COMPLIANCE

18.1. The Service Provider represents, warrants, agrees and undertakes to ensure that neither it nor
any of its affiliates, owners, officers, directors, employees or agents, during the term of this
Agreement, have engaged in any activity which would violate any anti-bribery legislation
(including breach of any United States foreign corrupt practices legislation or United Kingdom
bribery legislation), anti-money laundering legislation or counter-terrorism, crime, security or
similar legislation, or financial or trade sanctions, in any applicable jurisdiction.

18.2. The Service Provider shall not engage in any practices that could reasonably be expected to
result to the best of Service Provider’s knowledge, the Service Provider or the Client being in
breach of any financial or trade sanctions in respect of any transaction contemplated by the
Agreement.

18.3. Service Provider shall ensure that appropriate controls and safeguards are in place designed to
prevent any action being taken that would be contrary to the provisions in this Clause 18
(Compliance).

18.4. The Service Provider represents and warrants to the Client that, as at the date of the Agreement,
the Service Provider is not a Related Party.

18.5. The Service Provider covenants that should it become aware that the Service Provider is, shall
become, a Related Party, or an event will arise or has arisen which results in one or more of the
circumstances set out under the definition of Related Party it shall promptly notify the Client. Upon

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any such notification or if the Client notifies Service Provider that, in the Client’s opinion, the
Service Provider is a Related Party, the Service Provider shall cooperate in good faith with the
Client and its representatives and shall respond promptly and in reasonable detail to any notice
from the Client.

18.6. The Service Provider covenants that should it become aware of any violation of this clause 18
(Compliance) or any other legal requirement or law, it shall promptly notify the Client. Upon any
such notification or if the Client notifies the Service Provider of its concern that there has been a
violation of this clause 18 or any other legal requirement or law, the Service Provider shall
cooperate in good faith with the Client and its representatives in determining whether such a
violation has occurred, shall respond promptly and in reasonable detail to any notice or request
from the Client and shall furnish support for such response upon the Client’s request.

18.7. The Service Provider shall maintain adequate internal controls and accurate books and records
to ensure compliance with its obligations under this clause 18. Upon any notice from the Client,
the Service Provider shall respond promptly and in reasonable detail to any such notice or request
from the Client to verify compliance with such obligations.

18.8. Notwithstanding the provisions of clause 9Error! Reference source not found. (Liability and
Indemnity), the Service Provider shall indemnify to the fullest extent possible and hold the Client
and its Affiliates, owners, officers, directors, employees, agents, contractors and other
representatives acting on behalf of the Client (collectively, the "Relevant Parties") harmless
against any and all claims, costs, expenses (including court fees and legal fees) or actions which
the Relevant Parties may suffer or incur as a result of or in connection with any non-compliance
with this clause 18 by the Service Provider or any of its affiliates, owners, officers, directors,
employees, agents, subcontractors or other representatives acting on behalf of the Service
Provider.

19. APPLICABLE LAW

19.1. This Agreement will in all respects be governed by and construed under the laws of the Sultanate
of Oman.

20. GENERAL

20.1. Remedies
No remedy conferred by this Agreement is intended to be exclusive of any other remedy which is
otherwise available in law. Each remedy shall be cumulative and in addition to every other remedy

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given hereunder or existing in law. The election of any one or more remedy by any one of the
Parties shall not constitute a waiver by such Party of the right to pursue any other remedy.

20.2. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter
hereof, and supersedes any prior understandings or prior agreements, oral or in Writing, in relation
to said subject matter. Save as otherwise expressly provided, no modification, amendment or
waiver of any of the provisions of this Agreement shall be of any force or effect unless reduced to
Writing and signed by both Parties.

20.3. No Waiver
No extension of time or other indulgence which either Party may allow to the other shall constitute
a waiver by the former of his/her rights to require the latter to comply with his/her obligations strictly
in accordance with the provisions of this Agreement, unless such extension of time or other
indulgence is reduced to Writing and signed by both Parties.

20.4. Severability
Each and every provision of this Agreement shall be deemed to be separate and severable from
the remaining provisions of this Agreement. If any of the provisions of this Agreement are found by
a court of competent jurisdiction to be invalid and/or unenforceable, then the remaining provisions
of this Agreement shall remain of full force and effect.

20.5. Survival of Rights, Duties and Obligations

The termination of this Agreement for any cause shall not release a Party from any liability which
at the time of termination has already accrued to such Party, or which thereafter may accrue in
respect of any act or omission prior to such termination.

20.6. Independent Advice

Each of the Parties hereby acknowledge and agree that:

20.6.1. they have been free to secure independent legal and other professional advice as to the
nature and effect of all the provisions of this Agreement, and that they have either taken
such independent advice, or have dispensed with the opportunity to do so; and

20.6.2. all of the provisions of this Agreement are fair and reasonable and are in accordance with
both Parties’ intentions.

20.7. Successors Bound

This Agreement shall be binding on and shall take effect for the benefit of the successors and
assigns and personal representatives, as the case may be, of each of the Parties.
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20.8. No Partnership
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint
venture between the Parties, constitute either Party the agent of the other Party, nor authorize
either Party to make or enter into any commitments for or on behalf of the other Party.

20.9. Assignment
Neither Party may assign, transfer or novate any or all of its rights or obligations under this
Agreement, save that the Client may assign, transfer or novate its rights to an Affiliate, the owner
of the Project Site or its lenders.

20.10. Service Provider’s Representations and Contractual Warranties

The Service Provider acknowledges that the Client has entered into this Agreement in reliance on
the representations and contractual warranties made by the Service Provider in the following terms,
which expressly represents and warrants to the Client that:
(a) the Service Provider is duly organized, validly existing and in good standing under the laws of
the country of its incorporation and is qualified in good standing in each other jurisdiction where
a failure so to qualify would have a material adverse effect upon the business or financial
condition of the Service Provider;
(b) the Service Provider has power to conduct its business as presently conducted, to own or hold
under lease its assets and to enter into and perform its obligations under this Agreement and
to consummate the transactions contemplated by this Agreement;
(c) the execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by it have been duly authorized by all necessary or appropriate
action on the part of the Service Provider, and all necessary authorizations have been or will
be duly obtained by the Effective Date;
(d) neither the execution and delivery by the Service Provider of this Agreement nor the
performance of its obligations under it will contravene or constitute a default under any
provision contained in the Law, judgment, order or authorization to which the Service Provider
is subject or by which the Service Provider or any material part of its assets is bound or affected,
or in any agreement or instrument to which it is a party;
(e) this Agreement will constitute legal, valid, binding and enforceable obligations of the Service
Provider; and
(f) no judgment has been given in legal proceedings and no arbitral or administrative award has
been given and there are not pending or, to the knowledge of the Service Provider, threatened,
any litigation, arbitration or administrative actions or proceedings before a court, arbitrator or
competent authority which by itself or together with any other such proceedings, if determined
adversely to the Service Provider, would materially and adversely affect the ability of the
Service Provider to perform its obligations under this Agreement.
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(g) The Service Provider warrants that the Services, design, materials, documents and methods
provided by the Service Provider and its Personnel, do not infringe any Intellectual Property
rights of any person.

20.11. Data and Cybersecurity

The title of all data obtained from or generated by or in relation to the Services howsoever such
data is described and in whatsoever form that such data is obtained or generated shall be solely
owned by the Client (the “Services Data”) and the Service Provider shall ensure that the Client
retains and maintains a permanent, uninterrupted, unrestricted and unconditional access to the
Services Data and shall make available to the Client any of such Services Data immediately upon
Client’s first request. The Service Provider shall cooperate and provide the Client with all assistance
necessary to allow the Client such permanent, uninterrupted, unrestricted and unconditional access
to the Services Data at no cost of the Client. The Service Provider hereby irrevocably and
unconditionally accepts, acknowledges and agree that:
(a) The Client is free to use, amend, alter, modify, develop, enhance, upload, store and take
all other actions and perform any other acts as the Client may deem including but not
limited to development or generation of any algorithms, products, plans or any other
Intellectual Property in consideration to the Fees only (the “Client Utilization”); and
(b) waives any and all rights to (a) object with regards to any and all of Client Utilization, and
(ii) claim, demand, or request any compensation for any and all of the Client other than the
Fees only;
(c) any and all new Intellectual Property conceived or created by the Client arising from or in
relation to the Works Data or Client Utilization, will be owned exclusively by, and vest in,
the Client without any compensation to the Service Provider other than payment of the
Fees. The Service Provider will, at its own costs, deliver any requested documentation and
will give the Client such other reasonable assistance as necessary to achieve that result;
(d) If the Service Provider provides the Client with any feedback or suggested improvements
to, then notwithstanding any other obligation, the Client has the right to use and implement
such suggestions, without compensation to the Service Provider other than the payment
of the Fees by the Client, and as between the parties, the Client will solely own products
and services developed by or for the Client from such suggestions without any
compensation to the Service Provider save for the payment of the Fees by the Client.
(e) the Service Provider will defend and indemnify the Client against any breach by the Service
Provider of this Clause 20.11.

For the purpose of this Clause 20.11 (Data and Cybersecurity), reference to the Client includes the
Client’s subsidiaries, Affiliates, employees, officers, consultants, advisors, subcontracts, and
experts.

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If any transactions contemplated by this Agreement require the Service Provider to access or
connect to any network, system, software, or other technology of the Client, its Affiliates,
contractors or agents (“Client’s IT Systems and Data”), such access or connection will be used for
the limited purposes set forth in this Agreement.

The Service Provider warrants that it has administrative, technical and physical safeguards in place
that comply with all laws and regulations of Sultanate of Oman in relation to cybersecurity, use of
internet or computerized systems (the “Local Regulations”).

In the event that the Service Provider becomes aware of any actual or suspected breach of the
Client’s IT Systems and Data, or any breach of any of Local Regulations, the Service Provider shall
immediately inform the Client of such breach and take appropriate steps to contain or mitigate the
breach.

The Service Provider shall fully indemnify the Client any breach to the Client’s IT Systems and Data
as a result of the Service Provider’s acts, omissions, negligence or wilful misconduct.

20.12 Dealings with Personal Data

20.12.1 The Service Provider acknowledges and agrees that it will process Personal Data on behalf
of the Client solely for the purposes defined in this Agreement and in accordance with the
instructions provided by the Client. The Service Provider shall comply with all applicable
data protection and privacy laws, regulations, and guidelines, including but not limited to
the Saudi Personal Data Protection law (PDPL), and its implementing regulations, and any
other relevant local or international laws related to the processing of Personal Data, or may
be applicable to certain data or individuals. The Service Provider shall implement and
maintain appropriate technical and organizational measures to ensure a level of security
appropriate to the risk, including ensuring the confidentiality, integrity, and availability of
Personal Data, protecting against unauthorized or unlawful processing and against
accidental loss, destruction, or damage, and regularly testing, assessing. The Service
Provider shall not engage any sub-processors without the prior written authorization of the
Client, and any approved sub-processors must agree in writing to comply with data
protection obligations no less protective than those set out in this Clause. In the event of a
data breach affecting Personal Data, the Service Provider shall notify the Client without
undue delay, and in no event later than 24 hours after becoming aware of the breach. Upon
termination of this Agreement or at the request of the Client, the Service Provider shall
promptly return or securely delete all Personal Data in its possession. The Service Provider
shall indemnify and hold the Client and its Affiliates harmless against any claims, damages,
losses, and expenses arising from any breach of this Clause by the Service Provider or its
sub-processors.

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For the purpose of this Clause 20.12.1, “Personal Data” shall have the meaning given
under the applicable personal data protection laws, including the Saudi Personal Data
Protection law (PDPL) and relates only to personal data of which the Client has control and
authority over the processing thereof, and in respect of which the Service Provider is
required to perform its obligations under this Agreement.

20.12.2 The Service Provider represents and warrants that any and all personal data provided by
the Service Provider to the Client under this Agreement have been collected, disclosed
transferred and processed in compliance with all applicable data protection and privacy
laws, regulations, and guidelines, including but not limited to the Saudi Personal Data
Protection law (PDPL), and its implementing regulations, and any other relevant local or
international laws related to the processing of personal data, or may be applicable to
certain data or individuals.

The Service Provider shall indemnify and hold the Client harmless against any claims,
damages, losses, and expenses arising from any breach of this Clause 20.12.2 by the
Service Provider, its servants, agents, affiliates, contractors or sub-contractors, except and
to the extent that such liabilities have resulted directly from the Client’s breach of this
Agreement.

IN WITNESS WHEREOF, the Parties intending to be legally bound, have caused

this Agreement to be executed by their duly authorized representatives as
of the dates stated hereunder.

EXECUTED by
New Food House LLC
By:

being a person who in accordance with the laws of Sultanate of Oman is acting under the authority of that
company

Date:

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EXECUTED by
National Company for Operation & Maintenance Services LLC

By:

being a person who in accordance with the laws of Sultanate of Oman is acting under the authority of that
company

Date:

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ANNEXURE A – RATES AND FEES FOR SERVICES

Rates (OMR) for Provision of Catering Service

Meal Uom Qty / Day Uom Rate
Lunch Per Meal 45 Meal 2.80

Dinner Per Meal 7 Meal 2.80

A. The Rates and Fees are firm and fixed during the Term of the Agreement.
B. The Rates and Fees are exclusive of VAT charges.
C. All quantities are indicative and subject to re-measurement.
D. The Rates and Fees shall be fixed and shall not be adjusted irrespective of the actual
quantities supplied.
E. The Service Provider acknowledges and agrees that the Client is under no obligation to use,
order, request any Services or purchase any quantities during public holidays and Ramadan
period.
F. The Service Provider agrees to provide Iftar meals during Ramadan, upon Client request
with no additional charges.
G. The Client will notify the service provider about the changes in the above meal’s quantity
6hours in advance to scheduled delivery time.

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ANNEXURE B – SCOPE

The scope of Services is as follows:

Provide catering Services to the Client in the Project Site. Maintain best industrial practices in Food Safety
and Industrial Hygiene. Follow Client rules and regulations. Adhere to Client HSE and to high standards
of Health Safety & Environment principles.

FOOD MENU :

A. Responsibilities of Service Provider

1. Provided Personnel shall obliged the Client Health and Safety practices and rules
2. Adhere all precautions with reference to COVID 19
3. Provided Personnel shall follow best industrial practices with reference to food hygiene
4. The Service Provider needs to arrange catering service for additional Personnel, if required by
Client.
5. Personnel food handlers should have valid Municipality certificate from local body
6. Healthy and Fresh Non-Veg items shall be maintained
7. Non-veg items shall be stocked not more than 3 days.
8. Frozen chicken, mutton and fishes are not accepted.
9. Kitchen knives color coded, cleaned and sanitized after each use
10. Food display equipment (Hot Bain-marie & Cold Bain-marie) and cutlery’s crockery’s will be
provided to perform the service.
11. Appropriate PPE’s such as apron, gloves, boots, hair caps and etc shall be provided to Personnel
12. Cooked food shall achieve temperature above 75°C and recorded
13. Cooked food stored either above 63ºC (Bain Marie) or below 5ºC (in cold units or refrigerators)
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14. All food spices container identified accordingly and all containers are in clean and good condition
15. Food handlers suffering from diarrhea, vomiting, high temp, or who have cuts, septic sores in their
hands or body have been kept away from food handling works. Personnel shall be aware of the
procedure of reporting to the supervisors if they are ill / not feeling well.
16. Notices indicating” Unauthorized Persons” are not allowed in the food premises shall be
displayed, ensured and adhered
17. Smoking is not allowed in the food handling area. Appropriate signs shall be displayed
18. Food handlers appear clean, neat and tidy. They have clean hands with short finger nails and short
hair which is covered during food preparation. Jewelry (rings, watches, necklaces etc.) are not worn
while working with food
19. Kitchen floor, equipment, utensils, cooking stove, canopy, ceiling, trolley, working surface, walls,
shelves, cup boards, chiller/freezer, doors shall be clean and tidy all the time
20. Items provided by NOMAC to the Service Provider need to be good and in healthy condition, and
in the event of any damage by Service Provider, NOMAC will take action. NOMAC may ask for
financial compensation, if required.
21. Personnel shall have attended basic food safety training program
22. All Personnel shall have basic knowledge about Emergency Preparedness & Response
23. Foods and raw materials purchased from authorized food supplier / Raw materials log shall be
recorded
24. All receiving areas shall be clean with no sources of contamination
25. All deliveries shall be inspected to ensure that they are acceptable
26. Rejected, damaged material on delivery shall be segregated and clearly labelled
27. The FEFO (First Expiry, First Out) system of inventory management shall be used with no expired
item
28. Toolbox talks shall be conducted on daily / weekly and records shall be maintained
29. All accidents / incidents reported / investigated / Product. Environmental Incident and record
maintained and need to submitted to NOMAC HSE team
30. Daily temperature record of chillers/freezer/bain-marie/ cooking temperature shall be kept.
31. Cleaning schedule- checklist of kitchen/mess shall be kept.
32. Hall/store/laundry/housekeeping and cleaning shall be available, updated and record shall be
maintained
33. Personal Hygiene Record shall be maintained
34. Meal quality checklist shall be maintained
35. Food Safety Checklist shall be maintained
36. Stores monitoring record shall be maintained
37. Best waste management practices shall be adhered
38. All disposal consumables (spoon, folks, knives and plates) will be Service Provider scope.
39. Lunch timing is between: 12:00 to 14:30.
40. Cooking Food inside Client project site is prohibited.
41. Left over foods are not allowed to store inside Client project site.
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B. Responsibilities of Client
1. Modifications in existing HVAC and firefighting system in kitchen will be carried out by NOMAC
Oman via Management of Change Procedure
2. Anti-slippery floors will be provided
3. Site specific Emergency Preparedness & Response procedure will be reviewed with reference to
kitchen availability
4. NOMAC will organize induction for Personnel with reference site specific Emergency Preparedness
& Response procedure
5. Risk assessment will be prepared with reference to kitchen and it will be reviewed in conjunction
with Project Site risk assessment
6. Implementation of PTW System will be evaluated with reference to kitchen availability in the Project
Site.
7. Weekly Audit will be scheduled to ensure adherence to compliance.
8. Digital food thermometers with probes are provided to check and record temperatures of prepared
food. Recommended above >630C or below 50C
9. Thermometers shall be provided in every chiller/hot cabinet/freezer inside the kitchen.
10. Vegetable and fruit washed and sanitized by using a sanitizer and Daily Sanitation Checklist
maintained
11. Daily/monthly facilities inspection will be carried out by NOMAC HSE Team
12. Kitchens shall be air conditioned and hoods and grease filter are fixed over cooking ranges.
Suitable extractor fans shall be fixed. Provided by NOMAC
13. Proper dish washing facilities shall be provided double units stainless sinks, electricity, running
hot/cold water, detergents, cleaning solutions and suitable disinfectants
14. NOMAC will visit the Service Provider facility once in every year and perform food safety audit.
15. The audit of this Agreement terms and conditions will be performed as and when required by
NOMAC team members.

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ANNEXURE C – KEY PERFORMANCE INDICATORS

The required levels of performance of the Services are as follows:

1. The Service Provider shall obtain the ISO 22000:2018 International Standard, which defines the
necessary organizational structures and minimum requirements that an organization or business
must meet to obtain ISO 22000:2018 Certification. The Food Safety Management System includes
a description of the company's organization, written instructions for the tasks carried out in the
company that affect food safety, forms and documents that are applied, as well as control and
evaluation tools for the operation of the system.
2. The Service Provider shall ensure compliance with HACCP, which stands for Hazard Analysis and
Critical Control Point System, which is a food safety system that prevents food safety from being
compromised.
3. In case of a proven food poisoning incident related to food provided by the Service Provider,
NOMAC has the right to arrange a third-party investigation at the Service Provider's cost.
4. In case of a food poisoning incident resulting and proven that it is from the food provided by the
Service Provider, then the Service Provider will cover the medical treatment for end users,
employees, guests, and others, without prejudices to other remedies the Client may have under
the Agreement or at law.
5. Service Provider shall indemnify and hold the Client harmless from and against any and all liability
and in respect of food-related incidents, without prejudices to other remedies the Client may have
under the Agreement or at law.
6. The Service Provider shall provide all support to facilitate the food safety inspection carried out at
any time by the NOMAC HSE department.

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ANNEXURE D - Safety & Security Requirement

a. Service Provider shall provide the safety record (no. of incidents occurred in the last 3 years) prior
to the commencement of the Services.
b. Service Provider shall submit a comprehensive Safe Work Method Statement (SWMS) which will
cover the following:
o Define all hazards that are arising from the work activities which will be carried on at the
workplace
o Define all safety precautions to be followed along with required safety PPEs in order to
eliminate and mitigate those hazards
c. Service Provider shall provide the mandatory PPEs (Coverall/Shirt & pants, safety Shoes, Helmet
“yellow color”, and glasses) as well as the PPEs that are required to perform the activities such as
(Gloves, harness, face shield, and etc.) according to the Safe Work Method Statement.
d. All the PPEs shall be as per approved international standard.
e. Service Provider shall provide valid certificates for all heavy equipment (Fork lifts, loaders, mobile
cranes, and etc.) which to be used at workplace for the work activities.
f. Service Provider shall provide valid licenses for all operators who operators the heavy equipment
g. Service Provider shall provide all the equipment in good and safe condition and ensure that his
team is well trained and competent to operate those equipment.
h. The Service Provider shall provide one safety supervisor for every 50 workers at the Project Site.
i. If any Service Provider found involved in more than 3 safety violations, the Client has the authority
to issue final warning letter or to cancel this Agreement, without prejudice to any other remedies
under the Agreement or at law.
j. Service Provider shall submit the HSE Performance reports to the Client HSE/O detailing their
number of staff, work hours, number of reported incidents including near misses, lost time accident,
ill-health cases etc.
k. The Service Provider working at Project Site is obliged to close all the actions/observations raised
by HSE team in timely manner.
l. The Service Provider is obliged to follow all the Client HSE procedures.

Security Requirement:
a. The vehicles are not allowed inside the Project Site unless it is permitted to enter to the Project Site
with a valid vehicle entry permit.
b. The driver shall have valid ID / Work Permit and valid Driving License to drive the vehicle inside
the Project Site.
c. The Personnel shall present their permit to the security staff and support security checkup.
d. The Service Provider shall provide list of the Personnel with a valid copy of their ID. The Personnel
shall be under Service Provider sponsorship, if not ; then Service Provider shall have a legal
contract with the Personnel verified by Chamber of Commerce.

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e. All Personnel shall wear the Service Provider's uniform / coverall (workers will not be allowed at
the Project Site in normal civilian clothes. The violators will be escorted out immediately by security
and work will be stopped.

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