Article 1 - : Provision For Termination of Contract

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BiZ Contract Translation _ chapter 4

ARTICLE 1 -

PROVISION FOR TERMINATION OF CONTRACT

23.1

CLIENT shall have the right at its option to terminate this


CONTRACT or any part thereof pursuant to the following provisions.

23.2

Termination Without Cause

23.3

a)

CLIENT may at any time, terminate without cause the CONTRACT


by giving fourteen (14) days prior written notice to CONTRACTOR that
CLIENT intends to terminate the CONTRACT, specifying the CONTRACT to
be terminated, and the effective date of termination.

b)

Should CLIENT terminate this CONTRACT without cause,


CONTRACTOR shall stop performance of all WORKS on the effective date
of termination.

c)

Upon receipt and verification of CONTRACTOR's invoice, CLIENT


shall pay CONTRACTOR all amounts properly due for the work performed
prior to the date of termination and all expenses resulting directly from the
termination as approved by CLIENT.

Termination For Cause


a)

Subject to provision provided under ARTICLE 21 - "DEFAULT OF


CONTRACTOR" hereof, CLIENT shall the right to terminate for cause the
CONTRACT by giving a notice in writing, specifying the CONTRACT to be
terminated, and the effective date of termination. In either event, CLIENT
shall have available to it all rights and remedies proved in law or equity.

b)

On the date on which the termination for cause given pursuant to provision
of ARTICLE 21 - "DEFAULT OF CONTRACTOR" becomes effective,
CONTRACTOR shall stop performance of the CONTRACT. CLIENT shall,
retain all amounts which are then due and payable to CONTRACTOR plus
reimbursements due to CONTRACTOR for its reasonable and auditable
costs incurred in the performance of the WORKS to the extent such WORKS
are authorised in advance by CLIENT.

23.4

If CLIENT terminates any part of the CONTRACT in accordance with the


ARTICLE herein CONTRACTOR shall execute and deliver to CLIENT the
documents required by CLIENT with respect to said part of the CONTRACT.

23.5

If this CONTRACT or any portion of the WORKS is suspended or terminated


and if CLIENT so requests, CONTRACTOR shall immediately make every
reasonable effort to cancel existing Sub-contracts, purchase orders or other
obligations entered into by CONTRACTOR with Sub-contractors, suppliers or
others for the performance of the WORKS, upon terms satisfactory to CLIENT.

23.6

CLIENT may direct CONTRACTOR to execute and delivery to CLIENT all


documents related to the CONTRACT as required by CLIENT and to take all steps
necessary to full vest in CLIENT the rights and benefits of CONTRACTOR under
existing Sub-contracts or other obligations with Sub-contractors, suppliers and
others. In addition, CONTRACTOR shall do whatever is necessary to preserve and
protect the WORKS already in progress, to protect materials, drawings,

documents, equipment and supplies in transit or at the Work Site and to minimise
all costs to CLIENT and CONTRACTOR resulting from such suspension or
termination.
23.7

Except as provided above, in the event of termination hereunder, the Parties


shall each be released and discharged from any claims by one against the other in
connection with the terminated WORKS. Neither CLIENT nor CONTRACTOR shall
be liable to the other for loss of anticipated profits sustained on account of such
termination.

23.8

If in the performance of this CONTRACT, CONTRACTOR causes the


CONTRACT to be terminated, or in the event of default by CONTRACTOR,
CLIENT shall have the option to thereafter enforce the Bank Guarantee and/or
Performance Guarantee for completion of the WORKS.

ARTICLE 2 -

END OF ARTICLE

ARTICLE 3 -

COMPLIANCE WITH LAW

33.1

CONTRACTOR and its Sub-contractors shall be subject to all applicable laws in


connection with the WORKS. If CONTRACTOR or its Sub-contractors perform
any part of the WORKS in breach of the law, then CONTRACTOR shall bear any
additional costs of the WORKS resulting from said violation and correction thereof.
For the purpose of this ARTICLE, "law" includes any laws (national, state,
municipal, local, or others) and any requirements, ordinances, rules, or regulations
of any relevant authority or agency (national, state, municipal, local, or other).

33.2

CONTRACTOR shall not enter into negotiations with any relevant authority or
agency to develop acceptance to exemption, composition, variation, or revision to
law in connection with this CONTRACT without CLIENT's prior written approval.

33.3

CONTRACTOR shall be responsible for and shall bear all the costs of obtaining all
necessary licences, permits, and authorisations required by law that must be
obtained in CONTRACTOR'S name from the relevant governmental authorities for
CONTRACTOR to do business in the country, or countries wherein any part of the
WORKS is performed, and shall give all required notices.

33.4

CONTRACTOR shall, at CONTRACTOR's cost, defend, indemnify, and hold


CLIENT and its Affiliates harmless from all forms of penalty which may be imposed
on CLIENT and its Affiliates by reason of any alleged or violation of law by
CONTRACTOR or its Sub-contractors and also from all claims, suits, or
proceedings that may be brought against CLIENT and/or its Affiliates arising under,
growing out of, or by reason of the WORKS with respect to such alleged or
violation of law whether brought by employees of CONTRACTOR or its Subcontractors or by third parties or by any relevant authority.

33.5

CONTRACTOR's obligations under this ARTICLE shall include, without limitation,


obtaining all necessary or appropriate import and export licences and Customs
clearances for materials, tools, vessel, parts and spares, and equipment for the
WORKS and providing all documentation in support of such licenses and
clearance.

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