Definitions

In the Agreement, the following words and phrases shall be attributed the following meanings:

“Affiliate” means any subsidiary or parent, or holding company of any company or any other subsidiary of such parent or holding company. For the purposes of this definition "subsidiary" and "holding company" shall have the meanings assigned to them under Section 1159 and Schedule 6, of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of: (a) another person (or its nominee), whether by way of security or in connection with the taking of security; or (b) a nominee.

"Agreement" means the Proposal between MDL and the Client for the hire of Equipment and Personnel incorporating these Terms and Conditions by reference together with any special terms which may be agreed in writing between MDL and the Client.

"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in Scotland are open for business.

"Claim(s)" means any claim of every kind and nature, demand, cause of action, proceedings, judgment, award, costs (including reasonable legal fees), liability, loss, expense, penalty, fine and damages.

“Client” means the person or company requesting from MDL certain Equipment pursuant to the Proposal.

“Client Group" means the Client, its Co-Ventures, its clients of every tier, its and their respective Affiliates and its and their contractors of any tier (including any Client Subcontractors) and its and their respective Affiliates, officers, directors, invitees and employees (including agency personnel), but shall not include any member of the MDL Group.

"Commencement Date" means the actual day of mobilisation on which the Equipment and Personnel goes on-hire to Client.

“Commercial Terms” means the terms identified as such, on which MDL will supply the Equipment and Personnel set out in or attached to the Proposal.

"Delivery" means the transfer of physical possession of the Equipment to the Client at the Site.

"Deposit" means a cash deposit or bank guarantee, or parent company guarantee satisfactory to MDL as security for the Client's obligations under the Agreement, in the amount set out in the Payment Schedule.

"Equipment" means the items of equipment listed in the Proposal, together with any such substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it to be leased by MDL to the Client.

“MDL” means Maritime Developments Limited, a company incorporated and registered in Scotland with company number SC200926 whose registered office is at Maritime House, Gateway, Moss Road, Aberdeen, AB12 3GW, UK.

“MDL Group” means MDL and its Affiliates and its and their subcontractors of any tier and their respective Affiliates, and its and their respective officers, directors, invitees and employees (including agency personnel), but shall not include any member of Client Group.

“MDL Storage Facility” means the storage facilities at 7 Wilson Street, Peterhead, Aberdeenshire, A42 1UD or Gateway, Moss Road, Aberdeen, AB12 3GW.

“Parties” means MDL and the Client and “Party” shall be construed to mean either one of them.

“Payment Schedule” means the payment schedule and dates set out in the Proposal detailing sums payable under the Agreement.

“Personnel” means employees of MDL and other persons (whether subcontractors or otherwise) supplied by MDL under this Agreement to perform Services.

“Proposal” means MDL’s quotation for the supply of Services and any written amendments and special conditions applicable to the quotation agreed to by the Parties in writing.

“Rental Period” means the period of hire as set out in Clause 3.

“Rental Payments” means the payments made or to be made by or on behalf of Client for hire of the Equipment, Personnel and/or Services as more fullyset out in the Payment Schedule.

“Risk Period” has the meaning given to it in Clause 7.2.

“Services” means the provision of Equipment and Personnel necessary to carry out the Services, in accordance with this Agreement and further described and set out in the PO/Contract.

“Site(s)” means the Client’s onshore and/or offshore premises at the locations specified in the Proposal.

“Third Party” has the meaning given to it in Clause 28.2.

“Total Loss” means the Equipment is, in MDL’s reasonable opinion or the opinion of its insurer(s), damaged beyond repair or has been lost, stolen, seized, disposed of or confiscated.

Interpretation

Clause, schedule and paragraph headings in these terms and conditions shall not affect the interpretation of the Agreement.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision, other than the references to Section1159 of the Companies Act 2006, is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.

A reference to writing or written includes faxes and e-mails.

Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

To the extent that there is any inconsistency between the Agreement, any documents referred to in the Agreement, and any other document purported to apply to the transaction contemplated herein then these terms and conditions will be deemed to take precedence followed by any other documents referred to in the Agreement with the exceptionthat any special terms agreed between the Parties in writing shall take precedence over these terms and conditions in the event of a conflict. Any other documents (to the extent that such other documents have been supplied by the Client) purported to apply to the transaction contemplated herein shall be excluded.

MDL shall hire the Equipment to the Client for use at the Site(s) subject to the terms and conditions of the Agreement. Acceptance of a Proposal for the hire of Equipment shall be deemed conclusive evidence of the Client’s acceptance of the Agreement.

MDL shall not, other than in the exercise of its rights under the Agreement or as permitted by applicable law, interfere with the Client’s quiet possession of the Equipment.

Unless the Client and MDL agree otherwise in writing, the Rental Period shall start on the Commencement Date.

The rental shall continue, and all Rental Payments shall continue to be payable during any period of suspension or non-use by the Client.

Unless otherwise agreed in writing, Rental Payments at full day rates (as specified in the Proposal) shall commence on the Commencement Date and continue throughout the Rental Period and any further period until the day the Equipment is redelivered to MDL at the MDL Storage Facility in accordance with the Agreement.

If requested by MDL, the Client shall pay or cause to be paid a Deposit to MDL prior to the Commencement Date.

In the event of the Client failing to pay any Deposit payable, MDL shall be entitled but not bound to resile from the Agreement and/or suspend or delay Delivery of the Equipment until after such Deposit has been received in cleared funds into the MDL Account (hereinafter defined). MDL’s rights under this Clause 4.2 are without prejudice to any other rights or remedies that may be available to it.

When the Equipment has been redelivered to MDL at the MDL Storage Facility in accordance with the Agreement after the end of the Rental Period, the Deposit (or in accordance with Clause 4.7, the balance thereof, if any,) shall be refunded to the Client within thirty (30) Business Days.

Within thirty (30) days of the date stated on MDL invoice, the Client shall pay the Rental Payments to MDL in POUNDS STERLING (£) by bank transfer, to the account specified by MDL, or by such other means as MDL may communicate to the Client in writing, from time to time.

The Rental Payments are exclusive of VAT and any other applicable taxes (including Withholding Tax) and duties or similar charges which shall be payable by the Client at the rate and in the manner from time to time prescribed by law.

All payments to be made by the Client under the Agreement shall be made without withholding or set-off on account of disputes, counterclaims or for any other reason whatsoever.

If the Client fails to make any Rental Payments in accordance with the Payment Schedule, or the Equipment is lost or damaged (in whole or in part), MDL shall be entitled to apply the Deposit against such default, loss or damage. The Client shall pay to MDL any remaining sums due to MDL under this Clause 4.7 after deduction of the Deposit by MDL within ten (10) Business Days of a demand by MDL for the same. MDL’s rights under this Clause 4 are without prejudice to any other rights or remedies that may be available to it.

The time of payment of the Deposit or Rental Payments shall be of the essence of the Agreement and MDL shall be entitled to refuse to Deliver the Equipment or recover the Equipment (as the case may be) as a result of such non-payment or delayed payment.

In addition to the remedies in Clause 4.8, interest shall be payable for late payment of correctly prepared and adequately supported invoices. The amount of interest payable shall be calculated pro rata on a daily basis based on the then current annual Bank of England ‘Base Rate’ plus eight percent (8%).

Delivery of the Equipment shall be made by MDL at the Site or such other place as is agreed by the Parties in writing. MDL shall use reasonable endeavours to effect Delivery by the date and time agreed between the Parties, but the Parties agree that time shall not be of the essence for Delivery.

If delivery is to be provided by MDL (as indicated in the Proposal), then MDL shall at the Client’s expense deliver the Equipment at the Site in accordance with the Proposal. The Client shall procure that a duly authorised representative of the Client shall be present at the delivery of the Equipment.

Acceptance by such representative of Delivery shall constitute conclusive evidence that the Client has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by MDL, the Client’s duly authorised representative shall sign a receipt confirming such acceptance. To facilitate Delivery and, where applicable, the Client shall at its sole expense provide all requisite materials, plant, labour, facilities, access and suitable working conditions to enable Delivery and, where applicable, Delivery to be carried out safely and expeditiously including the materials, facilities and working conditions specified in the Proposal.

When qualified Personnel are supplied by MDL with the Equipment:

MDL shall supply Personnel who it considers to be competent in operating the Equipment,

the Client shall not permit any other person to operate the Equipment without obtaining prior consent in writing from MDL.

Any Personnel supplied by MDL shall be under the exclusive control of the Client and the Client shall not be entitled to make any claim against and shall indemnify and hold MDL harmless against all Claims arising out of any such Personnel act, accident, negligence, default or omission whilst under the Client’s exclusive control or otherwise in connection with the operation of the Equipment

The costs, charges and expenses relevant to the provision of Personnel shall be specified separately in each Proposal.

Where under the Agreement MDL are required to provide Personnel in connection with the hire of Equipment, the Client shall provide, at no cost to MDL, all routine and non-routine transportation for MDL-provided Personnel between the onshore location specified in the Proposal and the offshore Site. The Client shall be responsible for MDL Personnel welfare facilities, including the provision of drinking water, nutritious meals, accommodation, resting and eating facilities as well as clean lavatory/sanitary and washing/showering facilities with adequate supplies and towels. In the event that the project is onshore, the Client shall provide, at no cost to MDL, all onshore transport, accommodation and meals for all MDL provided Personnel. Any costs incurred by MDL will be reimbursed at cost plus fifteen percent (15%).

When working onshore or offshore, MDL Personnel shall have the right to call an “All Stop for Safety” if they experience or witness any unsafe act or dangerous practice that may lead to an unfavourable outcome, or which may compromise the safety of the MDL Operating Personnel or Equipment. For the avoidance of doubt, Equipment and Personnel day rates will continue throughout any “Al Stop for Safety” periods.

The Equipment shall at all times remain the property of MDL, and the Client shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of the Agreement).

The risk of loss, theft, damage or destruction of the Equipment shall pass to the Client on Delivery. The Equipment shall remain at the sole risk of the Client during the Rental Period and any further period during which the Equipment is in the possession, custody or control of the Client until such time as the Equipment is redelivered to (or removed by) MDL in accordance with the Agreement (“Risk Period”). Throughout the Risk Period, the Client shall, at its own expense, and by amending and/or endorsing existing insurance policies or obtaining new insurance policies, maintain the following insurances (which shall not contain any unusual or material exclusions):

insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as MDL may from time to time nominate in writing,

insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as MDL may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment,

insurance against loss of hire of the Equipment covering the Rental Payments for a period not less than the remainder of the Rental Period from time to time or six (6) months, whichever is longer, in the event of loss, damage or destruction or such other risk required to be insured against under Clause 7.2.1,

insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as MDL may from time to time consider reasonably necessary.

All insurance policies shall be procured by the Client from a reputable insurer and shall be endorsed to provide MDL with at least twenty (20) Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon MDL’s request name MDL on the policies as a loss payee in relation to any Claim relating to the Equipment. The Client shall be responsible for paying any deductibles due on any Claims under such insurance.

Client shall give immediate written notice to MDL in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Client’s possession or use of the Equipment.

If the Client fails to effect or maintain any of the insurances required under the Agreement, MDL shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Client.

The Client shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to MDL and proof of premium payment to MDL to confirm the insurance arrangements.

All insurance required under this Clause 7 and at law shall be endorsed to provide that underwriters waive any rights of recourse, including in particular subrogation rights against MDL and its Affiliates in relation to the Agreement to the extent of the liabilities assumed by the Client under the Agreement.

The Client shall during the term of the Agreement:

ensure that the Equipment is kept and operated in a suitable environment at the Site(s) in accordance with the specification sheets set out in the Proposal, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by MDL.

take such steps (including compliance with all safety and usage instructions provided by MDL) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work.

notify MDL immediately of any defect in the Equipment, including worn, damaged and lost parts, in order that the Equipment is kept in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted).

not repair or attempt to repair the Equipment, and costs for any repairs shall be met in accordance with Clause 8.2 below;

report to MDL any spare Equipment used in order that MDL can, if appropriate, issue replacements;

make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment:

without the prior written consent of MDL; or

unless carried out to comply with any mandatory modifications required:

by law or any regulatory authority; or

as required for compliance with the relevant ‘Operations and Maintenance Manual’ for the Equipment; or

unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it; and

in each case title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in MDL immediately upon Delivery.

keep MDL fully informed of all material matters relating to the Equipment;

keep the Equipment at all times at the Site and shall not move or attempt to move any part of the Equipment to any other location without MDL’s prior written consent;

permit MDL or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter upon the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection;

maintain operating and maintenance records of the Equipment and make copies of such records readily available to MDL, together with such additional information as MDL may reasonably require;

not, without the prior written consent of MDL, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

not without the prior written consent of MDL, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building. If the Equipment does become affixed to any land or building then the Equipment must be capable of being removed (and be removed if MDL so requires) without material injury to such land or building and the Client shall, subject to Clause 11.2, repair and make good any damage caused by the affixation or removal of the Equipment from any land or building and save, indemnify, and hold harmless MDL Group from and against all Claims arising from, related to or in connection with such affixation or removal;

not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of MDL in the Equipment and, where the Equipment has become affixed to any land or building, the Client must take all necessary steps to ensure that the Client may enter such land or building and recover and remove the Equipment (if MDL so requires such removal) at any time during the Rental Period and any further period until the Equipment has been redelivered to MDL at the MDL Storage Facility in accordance with the Agreement, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of MDL of any rights such person may have or acquire in the Equipment and a right for MDL to enter onto such land or building to remove the Equipment;

not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Client shall notify MDL and the Client shall, subject to Clause 11.2, at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall save, indemnify, and hold harmless MDL Group from and against all Claims arising from, related to or in connection with such confiscation;

not use the Equipment for any unlawful purpose;

ensure that at all times the Equipment remains identifiable as being MDL’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Equipment;

at Client’s sole expense, deliver up the Equipment at the end of the Rental Period or on earlier termination of the Agreement to MDL at the MDL Storage Facility, or, at MDL’s option, allow MDL or its representatives access to the Site or any premises where the Equipment is located for the purpose of removing the Equipment;

be responsible for the security and safe and proper use of the Equipment throughout the Rental Period and any further period until the Equipment has been redelivered to MDL at the MDL Storage Facility in accordance with the Agreement; and

comply with all insurance conditions and not do or permit to be done anything which could invalidate the insurances referred to in Clause 7.

If any repair, reinstatement or replacement of Equipment is carried out by or on behalf of MDL as a result of the deliberate action (modifications, seafastening etc.) or fault of the Client (including but not limited to negligence or breach of the Agreement) or any third party the Client will be required to pay to MDL an amount equal to the cost of the repair or replacement plus fifteen per cent (15%).

MDL warrants that the Equipment shall conform to those standards contained in the Proposal.

MDL shall, as Client’s sole remedy, use reasonable endeavours to remedy, free of charge, any material defect in the functioning of the Equipment which manifests itself within the Rental Period, provided that:

the Client notifies MDL of any defect in writing within one (1) Business Day of the defect occurring or of becoming aware of the defect;

MDL is permitted to make a full examination of the alleged defect;

the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than MDL’s authorised personnel;

the defect did not arise out of any information, design or any other assistance supplied or furnished by the Client or on its behalf;

the defect is directly attributable to defective material, workmanship or design; and

The Client has complied with its obligations under Clause 8 (Client’s Responsibilities)

Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by MDL, the Client shall be entitled only to such warranty or other benefit as MDL has received from the manufacturer.

If any repair or replacement is required to remedy a material defect in the functioning of the Equipment in conformance with the Proposal (other than as a result of deliberate action or fault as provided in Clause 8.2) MDL will carry out the repair or replacement at MDL’s cost. MDL’s sole liability, and the Client’s sole remedy, in the event of failure or defect of the Equipment will be repair or replacement of the Equipment in accordance with the provisions of this Clause. MDL gives no warranty in relation to the hire of the Equipment and supply of personnel except as expressly set out in the Agreement. MDL will not be liable to the Client or any third party for the consequences of any delay arising as a result of any breakdown, loss or damage or other failure or defect, or repair or replacement of Equipment.

If MDL fails to remedy any material defect in the functioning of the Equipment in accordance with Clause 9.1, MDL shall, at the Client's request, accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payments payable during the remaining term of the Agreement and, if relevant, return any Deposit (or the balance thereof) pursuant to Clause 4.3.

MDL’s employees or agents are not authorised to make any representations concerning the Equipment unless confirmed by MDL in writing and set out in the Agreement. In entering the Agreement, the Client acknowledges that it does not rely on and waives any claims for breach of any such representations which are not so expressly set out in the Agreement. Any description, illustration, specification, drawing or materials contained in any catalogue, price list, brochures, leaflets and other descriptive matters of MDL represent the general nature of the Equipment described therein but are indicative only and do not constitute a warranty or otherwise form part of the Agreement.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

MDL's maximum aggregate liability arising out of the Agreement shall be limited to 50% of the Rental Payments received by MDL provided however, that the foregoing limitation shall not apply to any indemnity given by MDL under Clauses 11 and 12.

Any exclusion or limitation of liability under the Agreement shall exclude or limit such liability not only in contract but also in tort or otherwise at law.

The indemnities provided in this Clause 11 shall be full and primary in all respects.

All exclusions and indemnities contained in Clauses 4, 8, 9,10, 11 and 12 of the Agreement together with any indemnities contained within special conditions which may be agreed between the Parties shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of any Claim in tort, under contract or otherwise at law.

The Client shall be responsible for and shall save, indemnify, defend and hold harmless MDL Group from and against all Claims in respect of: loss of or damage to the Equipment and/or the property of Client Group, whether owned, hired, leased or otherwise provided by the Client Group arising from, relating to or in connection with the Agreement; and

personal injury, including death or disease, affecting any person who is a member of the Client Group arising from relating to or in connection with the Agreement;

personal injury including death or disease or loss of or damage to the property of any Third Party arising from, relating to or in connection with the Agreement; and

loss of or damage to Third Party infrastructure, including but not limited to pipelines, wellheads, production trees, cables etc. arising from, relating to, or in connection with the Agreement.

MDL shall be responsible for and shall save, indemnify, defend and hold harmless the Client Group from and against all Claims in respect of:

loss of or damage to property of MDL Group, excluding the Equipment, whether owned, hired, leased or otherwise provided by MDL Group arising from, relating to or in connection with the Agreement, and

personal injury including death or disease to any person who is a member of MDL Group arising from, relating to or in connection with the Agreement.

Except as provided by Clause 11.4, and notwithstanding any other provisions of the Agreement, the Client shall save, indemnify, defend and hold harmless MDL Group from and against any Claims arising from and/or in respect of pollution emanating or originating from any well or reservoir or from the property of the Client Group arising from, relating to or in connection with the Agreement.

For the purposes of this Clause 12 the expression “Consequential Loss” shall mean:

consequential loss under English law; and

loss and/or deferral of production, loss of product, loss of use (including without limitation, loss of use or the cost of use of, and increased expenditure related to property, equipment, materials and services including without limitation, those provided by contractors or subcontractors of every tier or by third parties), loss of revenue (which for the avoidance of doubt shall not include Fees due under the Agreement or damages of MDL for the loss of the Agreement any profit, revenue, expectation or opportunity thereunder), profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in 12.1.1, and whether or not foreseeable at the commencement of the Agreement.

Notwithstanding any provisions to the contrary elsewhere in the Agreement except to the extent of any predetermined cancellation/termination fees, MDL shall save, indemnify, defend and hold harmless the Client Group from MDL Group's own Consequential Loss and the Client shall save, indemnify, defend and hold harmless MDL Group from the Client Group's own Consequential Loss.

If a Total Loss occurs in relation to the Equipment, then:

the Agreement shall immediately terminate, and Clause 14.3 shall apply;

the Client shall within twenty (20) Business Days pay to MDL as agreed compensation for loss, the full replacement value of the Equipment plus a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the Agreement had continued from the date of such Total Loss to the end of the Rental Period, or for a period of six (6) months, whichever is longer. Such compensation may be partly or wholly recovered by MDL from any Deposit;

any insurance monies received by MDL pursuant to Clause 7.3 following a Total Loss shall be applied as follows;

to settle any outstanding sums owed to MDL pursuant to this Clause; and

to refund to the Client any sums paid to MDL pursuant to Clause 13.1.2; and

any remaining balance shall be retained by MDL

The Client may cancel or terminate the Agreement in whole or in part prior to the Commencement Date by giving not less than twenty (20) Business Days’ notice to MDL in writing. The Client will pay MDL, on the date of cancellation or termination, a sum equal to:

the agreed calendar days hire of the Equipment charged at the operational day rates, as detailed in MDL’s Proposal;

the cost of reversing any remedial, modification or engineering works which have been carried out to the Equipment;

the cost of cancelling any transport booked for the transit of Equipment to the Site; and

the cost of any lump sum packages committed to.

The Client may cancel or terminate the Agreement in whole or in part at any time after the Commencement Date by giving not less than twenty (20) Business Days’ notice to MDL in writing. The Client will pay MDL, on the date of cancellation or termination, a sum equal to:

the Minimum Hire days of the Equipment charged at the operational day rates, as detailed in MDL’s Proposal,

the cost of reversing any modification or engineering which have been carried out to the Equipment,

the cost of cancelling any transport booked for the transit of Equipment to the Site; and

the cost of any lump sum packages committed to.

MDL may, without prejudice to any other right or remedy which may be available to it, terminate the Agreement immediately by written notice to the Client if:

the Client defaults in any of its payment obligations;

the Client commits a material breach of the Agreement which breach is irremediable, or which breach (if remediable) is not remedied within fourteen (14) Business Days after the service of written notice from MDL requiring it to do so;

the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; or

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client; or

the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;

a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or

a creditor or encumbrance of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client's assets and such attachment or process is not discharged within fourteen (14) days; or

any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.3.3 to Clause 14.3.9 (inclusive); or

the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Upon termination of the Agreement, however caused:

MDL's consent to the Client's possession of the Equipment shall terminate and MDL may, by its authorised representatives, without notice and at the Client's expense, retake possession of the Equipment and for this purpose may enter the Site or any premises at which the Equipment is located; and

without prejudice to any other rights or remedies of the Client, the Client shall pay to MDL on demand:

all Rental Payments and other sums due but unpaid at the date of such demand together with any statutory interest accrued on late payments (if any);

any costs and expenses incurred by MDL in recovering the Equipment and/or in collecting any sums due under the Agreement (including any storage, insurance, repair, transport, legal and remarketing costs).

Upon termination of the Agreement pursuant to Clause 14.2, or any other repudiation of the Agreement by the Client which is accepted by MDL, the Client shall redeliver the Equipment to MDL at the MDL Storage Facility in accordance with the Agreement, and pay to MDL on demand, in addition to any sums payable pursuant to Clause 14.3, as agreed compensation for MDL's loss, a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the Agreement had continued from the date of such demand to the end of the Rental Period or such longer period until the Equipment has been redelivered to MDL at the MDL Storage Facility , which compensation may be partly or wholly recovered by MDL from any Deposit (but shall not be MDL's exclusive remedy).

Termination of the Agreement shall be without prejudice to the rights and obligations of the Parties accrued up to the date of termination. The rights and obligations of the Parties which are expressed or intended to continue after termination shall remain in full force and effect notwithstanding termination.

Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement (other than a payment obligation) if such delay or failure results from events, circumstances or causes beyond its reasonable control (a "Force Majeure"), and in such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for ten (10) Calendar Days, the Party not affected may terminate the Agreement by giving 10 (ten) Calendar Days' written notice to other Party. If the Client suffers a Force Majeure and the same has not been resolved by the end of the tenth (10th) Calendar Day following its commencement, then MDL shall be entitled (but not obliged) to charge the Client Rental Payments from the eleventh (11th) Calendar Day. MDL Personnel will continue to be on hire during any periods of Force Majeure.

Neither Party shall, during and after termination of the Agreement, without the prior written consent of the other Party, use or disclose to any other person any information of the other Party which is identified as confidential, or which is confidential by its nature.

Each Party shall on demand and on termination of the Agreement surrender to the other Party all materials relating to such confidential information in its or its personnel’s, agents' or representatives' possession.

The Client shall not, without the prior written consent of MDL (such consent as may be given in MDL's absolute discretion), assign, transfer, mortgage, charge or deal in any other manner with the Agreement or any of its rights and obligations under or arising out of the Agreement, or purport to do any of the same.

The Client shall not subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent without the prior written consent of MDL. The Client shall, in all cases, retain sole responsibility for the performance of the tasks assigned to it under the Agreement, regardless of the use of authorised subcontractors.

The Agreement constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement.

Nothing in this Clause or the Agreement shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

The Client agrees that the terms of any other document (including any purchase order or invoice terms) purported to apply to the Agreement shall not so apply and the terms thereof are hereby excluded.

As far as reasonably practicable, MDL shall comply with the instructions given by the Client.

Wherever practicable, the Client instructions shall be given in writing.

If the client

a) gives an oral instruction, or

b) receives a written confirmation of the oral instruction, within two (2) calendar days of MDL receiving an oral instruction, or

c) does not reply by issuing a written rejection and/or instruction, within two (2) calendar days after receiving the confirmation,

then the confirmation shall constitute the written instruction of the Client.

Any Variation Order will be deemed to have time and cost implications to Client, unless otherwise specified.

Unless Client formally rejects the Variation Order within two (2) calendar days of receipt, MDL will deem the changes noted to be accepted by Client and requested work will proceed, in order to avoid further delay to schedules.

Should Client reject the Variation Order within two (2) calendar days, all work will be put on hold until resolution is reached, which may cause additional delays which will be wholly to Client schedule and account. Any costs will be documented and associated costs charged back to Client.

Should Client reject the Variation Order out with the two (2) calendar days, further costs and delays may be applicable to reverse any changes undertaken as a result of the original variation or deviation request. Any costs will be documented and associated costs charged back to Client.

Any timescales related to Liquidated Damages or any other charges in the main agreement will be revised as a result of any changes to timescale caused by Variation Orders.

Any notice or other communication required to be given under the Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication to the address for MDL as set out below and to the address for the Client as set out in the Proposal, or as otherwise specified by the relevant Party by notice in writing to each other Party.

Maritime Developments Limited

Maritime House

Gateway Business Park

Moss Road

Aberdeen

AB12 3GW

Email: a.blaquiere@maritimedevelopments.co.uk

For the attention of: Mr Andrew Blaquiere

Any notice or other communication shall be deemed to have been duly received:

if delivered personally, when left at the address and for the contact referred to in this Clause:

if sent by commercial courier, on the date and at the time of signature of the courier's delivery receipt; or if sent by pre-paid post or recorded delivery, 9.00 am on the second Business Day after posting.

The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, then that provision shall continue to apply but with the minimum modification deemed made as is necessary to make it legal, valid and enforceable.

The Client will compensate MDL for any increase in the costs of fulfilling its obligations under the Agreement which arise as a result of any new applicable laws, rules and regulations of any governmental or regulatory body having jurisdiction over the subject matter of the Agreement (or any amendment to or any change in interpretation of, such existing applicable laws, rules and regulations) coming into force after the Commencement Date and such increases in cost shall (where available) be evidenced by MDL in appropriate documentation where reasonably possible.

The Agreement and any non-contractual rights and obligations arising out of or in connection with its subject matter shall be governed and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

The ruling language of the Agreement shall be the English language.

Any dispute between MDL and the Client in connection with or arising out of the Agreement shall be resolved by means of the following procedure:

The dispute shall initially be referred to the Managing Directors of MDL and the Client.

If no agreement is reached under 25.1.1 above, the Parties may attempt to settle the dispute by a form of Alternative Dispute Resolution to be agreed between the Parties.

In the absence of any agreement being reached on a particular dispute either Party may, subject to Clause 20.2, take appropriate action in the Courts to resolve the dispute at any time.

It shall be a condition precedent to the referral of a dispute to the Court under Clause 25.2 that the Party which intends to commence proceedings in relation to the dispute first uses its reasonable endeavours to follow and complete the procedure set out in Clause 25.1

The Parties shall act as independent parties with respect to the Agreement. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, make any Party the agent or employee of the other Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party

The Equipment offered is subject to availability. To reserve Equipment the Client must issue a purchase order or contract incorporating the Agreement committing to a reducing mobilisation window defined as follows;

• Upon Contract Award, Client to nominate a thirty (30) day window.

• Thirty (30) days’ notice for the commencement of a ten (10) day window of mobilisation within the previous thirty (30) day window.

• Seven (7) days’ notice of the actual day of mobilisation within the previous ten (10) day window.

If the equipment or personnel are not mobilised by the end of the initial thirty-day window, then hire will commence at the contracted rates.

Subject to Clause 28.3, the Parties intent that no provision of the Agreement shall by virtue of the Contracts (Rights of Third Parties) Act 1999 (the “Act”) confer any benefit on, nor be enforceable by any person who is not a party to the Agreement.

For the purposes of these terms and conditions, “Third Party” shall mean any party which is not a member of the MDL Group or the Client Group.

Subject to the remaining provisions of the Agreement, Clause 7.2, Clause 11 and Clause 12 are intended to be enforceable by a Third Party.

Notwithstanding Clause 28.3, the Agreement may be rescinded, amended or varied by the Parties to the Agreement without notice to or the consent of any Third Party, even if, as a result, that Third Party’s right to enforce a term of the Agreement may be varied or extinguished.

Both Client and MDL shall uphold the highest standards of business ethics in the performance of this Agreement. Honesty, fairness and integrity shall be paramount principles in the dealing between the Parties.

Neither Party shall knowingly involve itself in any business in connection with, or use information arising from, this Agreement, in any manner which conflicts with the interests of the other Party.

In relation to this Agreement, Client irrevocably and unconditionally warrants and represents: (a) that it will comply with all applicable laws, statutes, regulations, and codes relating to bribery, corruption, anti-trust, money laundering, trade sanctions, financial sanctions and criminal matters including, but not limited to, the Bribery Act 2010, Modern Slavery Act 2015, the United States Foreign Corrupt Practices Act 1977, any other antibribery laws and regulations of the countries in which any aspect of this Agreement will take place, and all such legislation as the same may be modified, supplemented or replaced, and will not cause MDL to be subject to punitive measures under any laws; (b) that Client has, and shall maintain in place throughout the duration of this Agreement, its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, Modern Slavery Act 2015and the United States Foreign Corrupt Practices Act 1977 to prevent contravention of the laws and regulations referred to in this Clause 30.3 and to ensure compliance with local law and will enforce them where appropriate..

Client shall procure that any persons associated with Client, including Client Subcontractors: (i) will not do, or omit to do, any act that will cause or lead MDL to breach the laws and regulations referred to in Clause 29.3 and (ii) will not cause MDL to be subject to punitive measures under any laws.

MDL may, at its sole discretion, suspend or terminate this Agreement and/or Order at any time and without liability if it believes in good faith that Client has breached any of the obligations it has undertaken pursuant to this Clause 29.

If MDL terminates this Agreement and/or Order for a suspected breach of this Clause 29, Client shall not be entitled to claim compensation regardless of any activities or agreements with additional third parties entered into before such termination of this Agreement.

For the purposes of this Clause 29, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with Section 5.6 of the Bribery Act 2010 (and any guidance issued under Section 9 of that Act) and Section 8 of that Act respectively as may be modified, supplemented or replaced.

Client shall indemnify and hold harmless the MDL Group from and against any losses, liabilities, penalties, damages, costs, taxes, levies, duties, claims, expenses (including but not limited to legal fees and investigation expenses) and any associated fines and penalties incurred by, or awarded against, MDL as a result of any breach of the obligations set out in this Clause 29 by Client or persons associated with Client, any person working for Client or any third party retained by Client.

Where either Party receives any Personal Data (as defined by the EU General Data Protection Regulation (EU 2016/679), UK General Data Protection Regulation and UK Data Protection Act 2018 or any successor legislation and any secondary legislation) (hereinafter called the “Acts”)) from the other Party, it shall ensure that it keeps it confidential, fully complies with the provisions of the Acts, and only deals with the Personal Data to fulfil its obligations under the Order and for the purpose for which it was provided.

Client must only transfer the Personal Data to a Third Country (as defined in the Acts) with the consent of Contractor and in compliance with the Acts. Where Client is based in a Third Country, Client must provide equivalent levels of protection for the Personal Data to that required by the Acts.

Either Party must notify the other Party immediately but in any event within 24 hours after becoming aware of any actual, suspected or alleged loss, leak or unauthorised use or disclosure of the Personal Data.

Notwithstanding anything to the contrary elsewhere in the Agreement, the Client shall be responsible for and shall save, indemnify, defend, and hold harmless the MDL Group from and against all Claims in respect of the outbreak of COVID-19, or actions or events relating to such including, but not limited to virus, disease, epidemic, pandemic, illness or quarantines (and any other restrictions intended to control the same, including but not limited to self-isolation or public interaction restrictions), border-closure, travel restrictions, lockdowns, airport closures, port-closures, refusal of visas, importation or exportation restrictions, Government authority shutdowns, changes to or the introduction of any general or local Statute, Ordinance, Decree, Regulation or other law, or any other actions or events of a similar nature, arising from, relating to or in connection with the performance or non-performance of the Agreement.

For the purposes of this Clause 31 the expression “COVID-19” shall mean: the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) (and variants thereof) and any resulting diseases, including the coronavirus disease, known as COVID-19.

No allowance has been made for any impact to MDL delivery schedule or personnel schedules due to COVID-19 and no allowance has been made for any quarantine restrictions or stipulations and/or border restrictions imposed on MDL personnel during mobilisation or demobilisation.

In addition to these Terms and Conditions, any project-specific special terms or conditions agreed between MDL and Client in connection with a particular proposal, order or contract shall apply and, in the event of any conflict, shall take precedence over these Terms and Conditions. Any such special terms shall be documented separately in writing.