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………………………….. LOTOS Petrobaltic S.A.Contract No. LPB/FH/MK/……../18

Contract no. LPB/FH/MK/…../18for provision of commissioning services (hereinafter referred to as: “Service Contract”) was concluded on ______ in Gdańsk, by and between:

LOTOS Petrobaltic Spółka Akcyjna with its seat in Gdańsk, at ul. Stary Dwór 9, 80-758 Gdańsk, entered into the register of entrepreneurs of National Court Register kept by District Court Gdańsk – Północ in Gdańsk, VII Commercial Division, under KRS no. 0000171101, with share capital in amount 111.233.370,00 PLN (paid in full), NIP PL5830003042, REGON 002881387, Management Board comprising: _____, represented by:

____________________ - _________________

____________________-__________________

hereinafter referred to as the “Awarding Entity”,

and

__________ with its seat in ______, at ul. _________, _________, entered into the register of entrepreneurs of National Court Register kept by District Court ________, ____ Commercial Division, under KRS no. _______, with share capital in amount _________ PLN (paid in full), NIP ______, REGON _______, Management Board comprising: _____, represented by:

____________________ - _________________

____________________-__________________

hereinafter referred to as the “Service Provider”

jointly referred to as the “Parties”

Whereas, the Awarding Entity intends to entrust to the Service Provider the performance of Services, specified in detail in Contract Documents,

The Parties hereby agree as follows:

§1Scope of Services

1. The Awarding Entity orders and the Service Provider undertakes to provide services for successful management and execution of pre-commissioning, commissioning, start-up, and testing up to operational completion (RFO) (hereinafter: “Services”) of the commissioned “Petrobaltic” Rig (hereinafter: “Rig”).

2. Services shall be provided both on-shore in “REMONTOWA” yard in Gdansk in Poland, as well as off-shore on the B8 field in the Baltic Sea, Polish Economic Zone.

3. The provision of Services by Service provider shall take place in three phases:A. Phase 1 – Validation and Planning, which shall be executed upon assignment of Service

Contract. Services in Phase 1 shall include i.a.:i. setting up a Project Completion System (database) for management and progress

monitoring of construction (mechanical completion), pre-commissioning and commissioning phases (Awarding Entity will provide an available list of tags per subsystem for Service Provider’s verification, validation and further development),

ii. the database shall cover the whole scope of the “Petrobaltic” rig conversion project, including all sub-systems, systems, areas, tags, items, disciplines,

iii. the database shall consider existing systems and their interface with new systems,iv. feeding the database with all necessary engineering inputs,v. feeding the database with the available construction inputs (mechanical completion

ITRs, etc.),vi. feeding the database with equipment and systems preservation activities and cycles,

Service Contract for provision of commissioning servicespage 1 of 18


vii. The Awarding Entity shall have full rights to use the database during its preparation/updating and upon its completion, including transfer of intellectual property rights to the Rig owner (B8 Sp. z o.o. Baltic Sp. k-a., called hereinafter “B8 SPV” or “Rig Owner”),

viii. the database shall be handed over in the part related to construction phase (mechanical completion) for continuous management by the Awarding Entity and/or its subcontractors,

ix. preparation of detailed pre-commissioning and commissioning plan for sub-systems and systems with consideration of construction activities (including priority of the sub-systems and systems readiness for pre-commissioning and commissioning, commissioning sequences, schedule/skyline),

x. verification of existing commissioning documentation (including procedures), gap analysis and preparation of list of all necessary documentation to be developed or revised in order to achieve the final target of having the plant commissioned and ready for operation with delivery schedule (MDL). Schedule of documentation delivery to be approved by the Awarding Entity.

B. Phase 2 – Preparation for Commissioning, which shall be executed upon completion of Phase 1 and prior to commencement of pre-commissioning and commissioning activities in the field (Phase 3). Services in Phase 2 shall include i.a.:i. cooperation with the construction contractors for most efficient handover of sub-systems

and systems from construction to pre-commissioning and commissioning (sequence, priority setting, scheduling, etc.),

ii. management/updating of the Project Completion System (database) – the part related to construction (mechanical completion) phase to be managed by the Awarding Entity and/or its subcontractors,

iii. management/updating of pre-commissioning and commissioning plan and its continuous management, including activity and resources planning, progress monitoring, remedial actions, recovery plans, alignment with construction schedules, etc.,

iv. development of all necessary pre-commissioning, commissioning, start-up and testing documentation (detailed pre-commissioning and commissioning procedures, start-up procedures, performance testing procedures, etc.), including the missing documentation identified in PHASE 1,

v. planning of specific pre-commissioning and commissioning activities and required resources for optimum execution of PHASE 3,

vi. verification of spare parts list for pre-commissioning, commissioning and start-up,vii. planning of demand for consumables, first-fill materials, tools and equipment for pre-

commissioning, commissioning and start-up,viii. planning of demand for assistance to commissioning personnel and vendors’ personnel,ix. management of equipment and systems preservation activities including update of the

databasex. development of risk analyses related to commissioning, start-up and testing.

C. Phase 3 – Execution of Pre-Commissioning and Commissioning, which shall be executed upon completion of Phase 2 and availability of first sub-systems and systems for pre-commissioning and commissioning activities and following an agreement with the Awarding Entity to commence those activities. Service Provider’s services shall be performed through pre-commissioning, commissioning, start-up, plant alignment (adjustment), performance testing up to operational completion (hereinafter: “RFO”) of the plant. Operation of the systems can be handed-over to Operations partially one by one. Whole plant will be handed-over to Operations upon Ready For Start-Up (hereinafter: “RFSU”). RFSU Certificate to be issued by Service Provider and approved by Operations. Plant acceptance to be confirmed by Operations after performance testing and upon RFO of the plant. Services in Phase 2 shall include i.a.:i. taking over the completed sub-systems and systems from construction (mechanical

completion) to pre-commissioning and commissioning by confirmation of readiness for pre-commissioning and commissioning (RFCC – Ready for Commissioning Certificate)



ii. cooperation with the construction contractors for alignment and most efficient handover of sub-systems and systems from construction to pre-commissioning and commissioning (sequence, priority setting, scheduling, etc.),

iii. management/updating of the Project Completion System (database), including progress reporting and monitoring, printing ITRs for execution, uploading completed ITRs, punch-items management, etc.,

iv. management/updating of pre-commissioning and commissioning plan and its continuous management, including activity and resources planning, progress monitoring, remedial actions, recovery plans, alignment with construction schedules, etc.,

v. management of equipment verification and calibration,vi. further development/updating of all necessary pre-commissioning, commissioning and

start-up documentation as required,vii. management, supervision and execution of all pre-commissioning, commissioning,

start-up and handover activities (systems will be individually handed over to Operations upon completion of their commissioning),

viii. safety management related to pre-commissioning and commissioning (lockout/tagout procedures, etc.),

ix. supervision and approval of site acceptance testing of vendors’ equipment,x. testing of the plant for performance, safety, reliability and operability,xi. management of vendors’ supervision, including planning, mobilization/demobilization,

optimization of vendors’ presence and related costs, coordination of vendors’ activities, etc.,

xii. management of assistance to commissioning personnel, including planning, mobilization/demobilization, optimization of related costs, coordination of activities, etc.,

xiii. management of demand for consumables, spare parts, first-fill materials, tools/equipment and management of their consumption/involvement, including optimization,

xiv. management of equipment and systems preservation activities,xv. preparation of pre-commissioning and commissioning Final Dossier documentation

(both electronic and hard-copy version).4. Pursuant to the Service Contract and in the course of its performance, the Awarding Entity orders

and the Service Provider undertakes – depending on specific arrangements – to perform Services with the utmost professional diligence, in the scope of and in the manner specified in the Service Contract (including, in particular, Documentation and Appendixes to Service Contract).

5. The Service Provider shall also deliver and transfer the ownership to the Awarding Entity of any documentation connected with the Services, including, in particular, drawing documentation, operation and maintenance manuals (DTR), facility operation and maintenance manuals, assembly manuals, plans, procedures, risk analyses, etc. (hereinafter: "Service Provider’s Documentation"), and shall grant to the Awarding Entity a licence, in relation to such Service Provider’s Documentation (unless the Parties agree in hereby Contract to the transfer of author’s economic rights to the Awarding Entity), shall grant authorisations on terms and to the extent set forth in the Service Contract.

6. Apart from the scope of Services as described above, the list of documents made available to Service Provider constitute Appendix no. 1 to this Contract – Documents List.

§2General Obligations of the Parties

1. The Service Provider shall execute the Services in compliance with the terms and conditions hereof, in particular the Technical Documentation, using reliable engineering practices and in compliance with all of the applicable legal provisions, applicable technical standards and norms, as well as the standards and norms of current state of the art, to the best of his experience.

2. The Awarding Entity - to the extent determined in Contract Documents - is obligated to cooperate with the Service Provider in the performance of the Service Contract, in particular through the provision of necessary arrangements, opinions and permits to the Service Provider. The Awarding Entity's obligation to cooperate should be construed in its narrow meaning; particularly



the obligation to support the Service Provider by providing facilities, postponing deadlines, incurring additional expenses not provided for in the Service Contract shall not be derived from this obligation.

3. The Awarding Entity shall provide access to the Service Provider to the place, within the Rig or elsewhere to implement the Service Contract.

4. The Awarding Entity is obligated to perform the acceptance of Services without undue delay and to make timely payments in accordance with the principles adopted in the Service Contract.

5. The Service Provider and its personnel shall observe requirements, principles and procedures of conduct at the Rig or elsewhere the Services are provided.

6. The Service Provider, while employing its subcontractors for the performance of Services, is obligated - without prejudice to other provisions of the Service Contract - to ensure the observance of the requirements, principles and procedures of conduct at the Rig by the personnel of such entities.

7. It is hereby agreed that should the Awarding Entity be penalised by whichever authority by imposing on the Awarding Entity the obligation to pay duty, taxes, fines, surcharge, particularly due to the failure of the Service Provider to meet its obligations, imposed on it as the employer, damage to roads, sites or other areas by the Service Provider or its subcontractors, by the Service Provider’s (its subcontractors’) equipment and cars, the Service Provider shall be obligated to reimburse such expenses in full amount to the Awarding Entity within the time limit specified by the Awarding Entity, with interest for late payment.

8. The Service Provider undertakes to participate – when summoned by the Awarding Entity – in regular meetings arranged by the Awarding Entity and, at separate request of the Awarding Entity, in meetings arranged with the third parties. The absence at meetings of persons in charge on the part of the Service Provider, will be considered as a breach of material provisions of the Service Contract and regardless of that it shall be the basis for encumbering the Service Provider by the Awarding Entity with liquidated damages in the amount specified in Service Contract.

9. The Service Provider shall closely cooperate with the representatives of the Awarding Entity, particularly with: Awarding Entity’s Representative, Awarding Entity’s Construction Director, Awarding Entity’s Site Manager and Awarding Entity’s Services Managers, Awarding Entity’s Industrial Safety Coordinator and Awarding Entity’s Quality Manager.

10. In case of failure, the Service Provider is obligated to notify the Awarding Entity immediately of such event and in case of failure due to the fault of the Service Provider, the Service Provider shall be obligated to remove such failure and to remove any damage arising as a result thereof. If such damage is not removed, the Awarding Entity, at its discretion, may remove such damage or order the removal of such damage to a third party, at the expense and risk of the Service Provider, adding to the cost thereof, the administrative cost of 15% (fifteen percent) gross of the performance of such service.

11. The Service Provider is obligated to repair possible damage to the existing infrastructure which has occurred in the course of rendering of the Services and any other damage inflicted on third parties. In such case, the Service Provider undertakes to repair such damage within the time limit indicated by the Awarding Entity. If the Service Provider does not proceed to remove the damage within 3 (three) days or does not perform it within the time limit indicated by the Awarding Entity, the Awarding Entity may, at its discretion, repair or order such repair to a third party, at the expense and risk of the Service Provider, adding to the cost thereof, the surcharge of 15% (fifteen percent) gross of the performance of such service.

12. The Service Provider may not, without a prior, written consent of the Awarding Entity, transfer rights or obligations under the Service Contract or any part thereof to a third party.

13. If required by the object of the Services, the Technical Documentation will be delivered by Awarding Entity, unless the Service Contract states otherwise. The Service Provider is responsible for the preparation of the entire procedures and other documents necessary to perform the works commissioned thereto upon prior agreement thereof with Awarding Entity.



14. The Service Provider is responsible for notifying, in writing, the representative of Awarding Entity about any faults or incomplete information and the Technical Documentation pertaining to the Service Contract.

15. The Service Provider will ensure, by itself and at his own expense, all of the services, materials, equipment and devices necessary to properly perform the Service Contract.

16. In case the proper execution of the Service Contract requires the transport of objects, the Service Provider shall provide transportation to and from the location specified by Awarding Entity at his own risk and expense.

17. In case of extending the scope of the Services, the Service Provider shall perform additional services in compliance with the terms and conditions agreed for the execution of a basic scope of Service Contract (unit prices, discounts, etc.)

18. If the performance of additional services referred to in point 17 requires a change in the time limit specified in the Service Agreement, commissioning such additional works requires signing an annex to the Service Agreement by the Parties.

19. In case of necessity for the proper execution of the Service Contract, Awarding Entity shall ensure:

A. access to locations, spaces and equipment necessary to properly execute the Services;

B. vertical and horizontal transportation of the Service Provider's tools, equipment and materials during the unloading and loading at the Awarding Entity’s berth;

C. access to utilities, in particular to electric power, water, steam and compressed air;

D. permanent pass for the duration of the Service Contract for the purpose of entering the Awarding Entity’s premises by means of transportation of the Service Provider for the purpose of performing the Services.

20. The detailed scope of responsibilities of the Parties has been set out in Responsibility Matrix constituting Appendix no. 2 to hereby Contract.

§3Changes to the Scope of Services

1. At any time, the Awarding Entity may introduce changes to the specification of any or all of the Services or parts or the scope thereof, or to other provisions of the Service Contract, by submitting a relevant written notice to the Service Provider (hereinafter: ‟Change Order”).

2. Should changes included in the Change Order, in the Service Provider’s opinion, affect the cost of performance of the Services or deadline of performance of Services, the Service Provider shall inform Awarding Entity about such changes within 7 (seven) days from receiving such Change Order, under the threat of losing the possibility of referring to such circumstances later. The Price - subject to the provisions of the previous sentence - shall be changed in proportion to the scope of change, measured using the value indicated in the Price Breakdown (Appendix to Service Contract) unless the value of additional Services or elements thereof were worth less than 2 % (two percent) of the value of the Price. If the Price Breakdown does not include the data detailed enough to calculate the increase of the Price, the Price shall be increased on the basis of market rates. The deadline will be changed by the Awarding Entity taking into account the technical conditions for the performance of services covered by such Change Order.

3. Should the Service Provider receive from the Awarding Entity the Change Order including the obligation to discontinue the performance of particular Services, the Service Provider will not be authorised or obligated to perform such Services and the Price shall be decreased accordingly by the value of such Services using the value indicated in the Price Breakdown (Appendix to Service Contract). In relation to the discontinuance of performing particular Services, the Service Provider shall not have the right to request any remuneration or compensation connected with the absence of performance of Services.



§4Remuneration and Payment Terms

1. The Awarding Entity, hereby, agrees to pay to the Service Provider the price for the complete and proper performance of obligations set out in the Service Contract. The estimated net price amounts to ……… EUR […] (in words: […]) (“Price”), and final Service Contract value will be calculated in accordance with the following rates or pro-rata thereof and durations confirmed by Awarding Entity’s representative:

A. Phase 1 - lump sum of: ......................................................................................... …..,00 EUR

B. Phase 2 - monthly lump sum rate of: .....................................................................…..,00 EUR

C. Phase 3 - monthly lump sum rate of: .....................................................................…..,00 EUR

D. Standby rate before Phase 2 - monthly lump sum rate of: .....................................…..,00 EUR

E. Standby rate before Phase 3 - monthly lump sum rate of:..................................... …..,00 EUR

F. Mobilisation and demobilisation charge for the whole commissioning management team in case standby before Phase 3 occurs - lump sum of: ......................................................…..,00 EUR

G. Discount applicable to 1st month of Phase 3 performance that exceed the time limit specified in Implementation Schedule ...........................................................20,00%

H. Discount applicable to 2nd and following months of Phase 3 performance that exceed the time limit specified in Implementation Schedule ..................................50,00%

2. The Price shall be increased by due VAT in the scope and in the amount consistent with applicable regulations.

3. The Price will be paid within 30 (thirty) days from the delivery of the correctly issued VAT invoice to the Awarding Entity at the address indicated in the National Court Register, by bank transfer to the bank account of the Service Provider no. ………………………. Without prejudice to the provisions of Clause 6_5, the VAT invoice may be delivered not earlier than after the signature by the Awarding Entity of the certificate of (Final) Acceptance of Services.

4. The Awarding Entity may - at the request of the Service Provider – accept the issuance of partial invoices, following the acceptance of specific Services.

5. The Awarding Entity shall keep and not pay to the Service Provider from every VAT invoice, issued by the Service Provider, its part in the value of 10% (ten percent) of the net value (without VAT) included in the invoice. Such amounts (hereinafter: “Retained Amounts”) shall secure the Awarding Entity’s claims connected with the possible improper performance of the Service Contract by the Service Provider or non-performance of the Service Contract.

6. Retained amounts shall be returned to the Service Provider in whole within 30 days from the date of Final Acceptance Protocol. Service Provider waives the right to demand interest on the Retained Amounts.

7. The Price includes and covers all costs or expenses which the Service Provider will have to incur or will actually incur in connection with the performance of the Service Contract, regardless of whether the Service Provider provided for the possibility or necessity of incurring such costs or expenses prior to the conclusion of the Service Contract. The Price covers, in particular, all taxes, duties, licence fees, public law charges, registration fees, fees of administrative proceedings and other, expenses for research, expert opinions, costs of protection, security, insurance, travel and board & lodging costs of the Service Provider’s personnel, costs of creating documentation, costs of acquisition of intellectual property rights, industrial property rights and other, licence costs and other, regardless of the name, scope and basis for incurring such cost.

8. The Service Provider, by entering into the Service Contract, represents and warrants the Awarding Entity that it offered the Price to the Awarding Entity after detailed consideration of the essence and the size, the completion date of the order, and having examined all circumstances relevant for the determination of the Price, including, the Service Provider finally offered the Price knowing the final content of all Contract Documents. Bearing this in mind, the Service Provider excludes and waives the possibility to refer to the lack of understanding (error), particularly as to



the scope and the content of the Service Provider’s performance stipulated in the Service Contract as the ground for raising claims in respect of the increase of Price.

9. The Awarding Entity, at its discretion, shall be entitled to make payments directly to Service Provider’s subcontractors, and also to further subcontractors, on the basis of a photocopy of a submitted, due and payable and confirmed by such subcontractor or a further subcontractor, photocopy of a VAT invoice issued to the Service Provider or the Service Provider’s subcontractor or a further subcontractor respectively, and concerning a subcontracting agreement or a further subcontracting agreement in the scope of Services. Such payment shall not be made without prior request of the Service Provider to verify the correctness, validity and maturity of such invoice. Payment directly to the subcontractor or a further subcontractor shall discontinue the obligation of payment of the Awarding Entity in the same amount to Service Provider arising from this Contract. The right of the Awarding Entity under this Clause does not confirm and does not create any relationship of the guarantee or subsidiary nature of the Awarding Entity towards Service Provider’s subcontractors or Service Provider’s further subcontractors, and constitutes only a tool of the Awarding Entity given to the Awarding Entity in order to prevent payment backlogs of the Service Provider, which may have a negative impact on the performance of the Service Contract.

10. According to the existing Polish Corporate Income Tax Act, the relevant certificate of fiscal residence issued by appropriate tax authorities is required to avoid double taxation on payments as a result of this Service Contract. Service Provider shall provide Awarding Entity with the certificate of fiscal residence before the first payment is made and for each of the calendar years during which the payments shall be made. In case relevant certificate is not provided on time, Awarding Entity shall be entitled and obliged to deduct the withholding tax at 20% rate from any payments to Service Provider without the obligation to reimburse such deduction. For Service Provider to obtain such certification Awarding Entity confirms its incorporation number is REGON [business statistics] no.: 002881387, and its tax reference / number is PL5830003042.

11. The Service Provider shall not be entitled to set off any of its claims against the claims of the Awarding Entity toward the Service Provider, withhold the discharge of its performances resulting from the Service Contract (irrespective of the basis), performing the seizure of property or rights to which the Awarding Entity is entitled to or performing any other acts, the performance of which could have an adverse effect on the pre-commissioning or commissioning of the Rig (in particular by the suspension of works, supplies or other performances).

12. Without the express, written and prior consent of the Awarding Entity, the Service Provider is not entitled to transfer to any third parties the rights or obligations resulting from the Service Contract, claims arising from the Service Contract (including future claims), as well as pledge or encumber in any other way, rights or claims arising from the Service Contract.

13. Terms and time limits of payment for specific Services by the Awarding Entity for the Service Provider are set out in Payment Terms constituting Appendix no. 3 to Service Contract.

§5Time Limits

1. The course of implementation of the Services described in Service Contract shall take place in accordance with the Implementation Schedule constituting Appendix no. 4 to Service Contract.

2. The Awarding Entity reserves the right to introduce changes to the Implementation Schedule and the Service Provider is obligated to comply with such changes without the right to request the increase of the Price, unless the changes to Implementation Schedule proposed by the Awarding Entity are obviously unrealistic to be performed by the Service Provider, or would entail the necessity to incur significantly higher costs by the Service Provider.

3. Should it ever happen that the commencement, progress or completion of any Service Provider’s activities stipulated in the Service Contract is delayed, or there is a probability of a delay in the Implementation Schedule, the Service Provider shall notify the Awarding Entity in writing (within seven days of the date of the occurrence of such probability at the latest) of the reasons for the delay and inform the Awarding Entity about an estimated extent of the delay. Within three days from the date of notification, the Service Provider shall provide the Awarding Entity with full and detailed information regarding the reported delay with the recovery plan which will be introduced in order to reduce the delay.



4. Declared durations of the Phases, will not extend due to reasons attributable to the Service Provider, i.e. in case activities to be performed by the Awarding Entity take longer than assumed, the activities of the Service Provider may be postponed, but may not take longer than declared in the the Implementation Schedule.

5. If the Service Provider performs its obligations under the Service Contract improperly, in particular, brings about the delay or withholds the discharge of its obligations or a part thereof for the period of 7 (seven) consecutive days without obtaining a prior consent of the Awarding Entity expressed in writing, under pain of nullity, the Awarding Entity may, at its discretion, after the prior indication of a deadline to the Service Provider for the removal of irregularity, perform or order the performance of such activities (Services) to a third party at the expense and risk of the Service Provider adding to the cost of such vicarious performance liquidated damages of 15% (fifteen percent) gross of the cost of performed activities. Vicarious performance does not release the Service Provider from other of its obligations and liabilities under the Service Contract, including those arising from the quality warranty or warranty and does not breach the rights and powers granted to the Awarding Entity in the Service Contract.

6. The Service Provider acknowledges there will be also other entities working at the Rig and the act or omission of the Service Provider (including, in particular as to the timeliness of Services) may influence the actions of other entities in connection with the Rig. If any act or omission of the Service Provider (including its subcontractors and other parties, which the Service Provider uses in the course of the performance of the Service Contract) will result in postponements in the implementation schedule, preventing the scheduled acceptance of particular stages (sections) of the construction, assembly, pre-commissioning, commissioning of the Rig by other entities required to perform such activities directly or indirectly to the Awarding Entity and therefore it will be necessary to accelerate the implementation of works or supplies carried out by such entities, for example by means of introduction by such entities an additional number of workers or the introduction of a second (further) shift, or such entities will suffer any other damage (detriment) due to such event, then, in such case, the Service Provider will be liable for all costs and expenses to be incurred by the Awarding Entity in relation to and as a result of any claims brought by the aforementioned entities.

§6Personnel and Provision of Services on Rig

1. As regards personnel employed by the Service Provider or its subcontractors in connection with this Service Contract, the Service Provider shall:A. provide its own, fully qualified supervision and implementation personnel, including

permanent technical supervision, control and quality supervision personnel, duly trained and licensed to perform the Services,

B. appoint its own agent equal in rank to the Contract Manager and to transfer to him/her the rights and powers of attorney to appear on behalf of the Service Provider in matters regarding the Service Contract,

C. refer each member of its personnel employed for work at the Rig to undergo training provided by the Awarding Entity in respect of occupational health and safety and fire safety, and to deliver copies of valid medical and OHS certificates,

D. no later than by 14 (fourteen) days prior to the start of the Services, provide the Awarding Entity with:i. a list of persons assigned to work at the Rig along with information on their functions, ID

numbers, licences held, and copies of OHS and medical certificates. Should the Services require qualifications to operate electrical power equipment, the foremen and team leaders must hold valid "E"-type operator certificates legally binding in the power industry,

ii. a list of the personnel's equipment and the machinery used (devices, tools, measuring tools, electrical appliances, hoisting winches and hoists, cranes, vehicles, etc.), with an indication of the date of the next inspection (pertaining to legalisation, electric shock protection, certificates issued by the Office of Technical Inspection, etc.),

E. control personnel working time in accordance with the provisions of labour law, in consideration of the requirement to observe the dates set forth herein, and maintain the adequate quality of the subject matter hereof,



F. during workers' presence at the Rig, provide them with adequate accommodation and personnel welfare facilities, as prescribed in the applicable law,

G. during workers' presence at the Rig, provide them with uniform work clothes marked with the logo of the Service Provider's company placed in a visible spot (to allow clear identification), work footwear, and certified personal safety equipment (protective helmets, safety boots, masks, hearing protectors, safety goggles, etc.),

H. remove from the Rig any workers who started work or entered the Rig under the influence of alcohol or intoxicants, or who are unable to work for other reasons.

2. The Service Provider represents that it has been given the opportunity to examine the Rig, including all its parameters, the infrastructure development plan, and the documentation provided by the Awarding Entity, and confirms that the Rig is fully suitable for performing the works set forth in the Service Contract, and that it waives in advance any claims arising from the occurrence of such conditions or an adverse impact thereof on the implementation of the Service Contract. The Awarding Entity shall not be entitled to additional remuneration or the rescheduling of the agreed dates set forth in the Implementation Schedule, on the grounds of incorrectness or erroneous interpretation of any data related to the Rig or due to the lack of data.

3. The Service Provider shall, both during and after the completion of Services, keep the Rig, along with its storage or personnel welfare facilities and the venues and roads used, in a clean and orderly condition, and shall remove the waste produced as a result of implementation of the Service Contract, or otherwise these duties shall be carried out by the Awarding Entity at the Service Provider's cost and risk, in such a manner that their cost will be increased by a surcharge of 15% (fifteen percent) of the gross price of said service (liquidated damages).

4. The Service Provider shall instruct all workers rendering Services in OSH rules and measures at the Rig, and shall ensure that these rules and measures are observed. The Awarding Entity has the right to refuse entry to the Rig to the persons rendering Services, should the Service Provider fail to meet the prescribed OSH standards; in such event, the responsibility and any related costs shall be borne by the Service Provider.

§7Reporting and Inspections

1. At the Awarding Entity's request, the Service Provider shall be sending, no more often than once a week, up-to-date reports regarding the rendering of Services, including (if so requested by the Awarding Entity) photographic documentation, in an electronic form, as an evidence that progress in the Services is made in accordance with the agreed Implementation Schedule.

2. Reports shall be submitted to the Awarding Entity within the time limits specified by the Awarding Entity and shall cover the most recent reporting period, with the following in particular:A. a description of the state of Services progress,B. a description of Services in respect of quality of their performance, including: the progress of

tests and inspections of Services, test results, the qualitative state of the completed Services,

C. Services planned to be performed in the next reporting period,D. delays in relation to the Implementation Schedule,E. suggestions for corrective measures in the case of delays,F. implementation difficulties and suggestions for their elimination, G. third-party claims and suggestions for resolving them,H. other problems, alternative solutions - their impact on the project, recommendations and

suggestions, actions taken, I. other elements of the report, as requested by the Awarding Entity.

3. In each case, Inspections, tests, reporting and quality control shall comply with the provisions of the work plan delivered by the Awarding Entity to the Service Provider.

4. Taking into account the quality of the Service Contract execution, work safety, environment protection and corporate social responsibility standards, Awarding Entity reserves the right to perform audits at the Service Provider's within the area covered by the object of the Service Contract. The Service Provider is obliged to take into account all comments and reservations made by Awarding Entity as a result of such inspections unless they result in a complete modification of the object of the Service Contract.



5. Awarding Entity holds the integrated management system certificate covering the requirements set by the ISO 9001, ISO 14001 and PN-N-18001 standards. In connection with the above, Awarding Entity reserves the right to conduct audits with the Service Provider with regard to the compliance with the requirements set forth by the above-mentioned standards in the area connected with the execution of the Service Contract.

6. These activities aim at meeting the requirements defined in the contractual documents and other documents handed over for use, as well as in the applicable legal regulations and standards effective within the scope of the Service Contract.

§8Review of Services and Acceptance

1. Unless the Contract Documents provide otherwise, the Rig shall be the place for acceptance of the subject matter of the Contract.

2. Once the Services are declared as ready for acceptance, the Awarding Entity shall review them and draw up a review report (partial acceptance), indicating the quantity and state of the Services (including their results).

3. The acceptance (partial acceptance) procedure will not be deemed complete, unless all the necessary documents are delivered together with the Services (in particular certificates and attestations), including relevant Service Provider's Documentation or a part thereof. At a reasonable request of the Service Provider, the Awarding Entity may agree for some of these documents to be delivered after the acceptance.

4. Upon finding the Services faulty or defective, the Awarding Entity shall include relevant objections in the acceptance report. An acceptance report drawn up in this manner (i.e. with Awarding Entity's objections) shall not be understood as a defect-free acceptance report within the meaning of the Service Contract, resulting in the non-occurrence of specific events conditioned upon the defect-free acceptance (in particular, resulting in the inability to issue an invoice including the Price or its proportion corresponding to a given part of the Services).

5. In the event where the Awarding Entity draws up a report containing objections, as set forth in point 4 above:A. the Service Provider, at its own cost and risk, shall take every effort aimed at repairing the

Services, B. the Service Provider shall notify the Awarding Entity of the readiness for acceptance of the

Services in respect of which objections had been raised 2 (two) days prior to the planned date of making the Services available or the Services available for acceptance. The Awarding Entity shall immediately set a date for the repeated acceptance and notify it to the Service Provider. Notifications shall be made in a manner set forth in the Service Contract,

C. it is understood, that the date when the Service Provider has made its performance (relating to specific Services or a part thereof) is the date on which the Awarding Entity signs the defect-free acceptance report confirming that an entire batch of Services has been duly completed (including the removal of defects and faults that had been indicated previously by the Awarding Entity in its objections).

6. The Awarding Entity will be able to terminate the Supply Contract, in the event where the Supplier fails to remove, by the date specified by the Awarding Entity, the defects, faults or deficiencies in the Services, indicated in the acceptance report. Such time limit may not be shorter than 5 (five) business days and longer than 10 (ten) business days from the date on which objections were made in the relevant acceptance report.

7. Notwithstanding the remaining provisions of the Service Contract, the Awarding Entity may vicariously perform the Services, at the cost and risk of the Service Provider (on its own or vie ordering it to a third party), if the Service Provider does not repair the Services, and the Awarding Entity deems that further waiting for the repair may expose the Awarding Entity to damage. The Service Provider shall be held liable under warranty and implied warranty in respect of such Services, despite it being not repaired or delivered by the Service Provider. The Service Provider shall reimburse to the Awarding Entity, at its first demand, the cost of removing a defect from the Service, including the replacement of the Service, under vicarious performance, increased by the surcharge of 15% (fifteen percent) of the cost incurred by the Awarding Entity



§9Subcontractors

1. In case the Service Provider intends to subcontract the object of the Service Contract, in whole or in part, to third parties, a prior written consent of Awarding Entity is required. The same condition applies accordingly in case of a change of the subcontractor of Service Provider during the performance of the Service Contract and in case of sub-subcontracting.

2. The Service Provider guarantees that his subcontractor of Service Providers fully observe the Service Contract terms and conditions applicable to the part of the Service Contract that they are performing. The Service Provider is fully liable for the activities or omissions of the subcontractor of Service Providers or sub-subcontractor of Service Providers as for own activities or omissions.

3. The Service Provider is fully liable for any damages resulting from any defects in the materials delivered by his suppliers and sub-suppliers for the purpose of executing the Service Contract.

§10Service Contract Termination

1. Any infringement by the Service Provider of any of the terms and conditions of the Service Contract or OWU may constitute a basis for Awarding Entity to terminate the Service Contract by fault of the Service Provider without notice or to specify the date of termination without designating any additional time to remedy the infringement. Service Contract termination by Awarding Entity may refer, at the discretion of Awarding Entity, to the whole Service Contract or to a part thereof, in which case only that part of the Service Contract shall be terminated.

2. Awarding Entity may terminate the Service Contract by fault of the Service Provider with immediate effect without designating any additional time to remedy the infringements, in case the Service Provider is threatened with insolvency, or when a bankruptcy or settlement petition is filed against the Service Provider, or when the Service Provider is placed in liquidation or loses the rights to perform the activities covered by the Service Contract.

3. Regardless of the right described in points 1. and 2. above, Awarding Entity shall have the right to terminate the Service Contract at any time, with immediate effect or with indicating the date of termination with regard to any part that has not yet been completed.

4. The termination right, referred to in point 1.-3., may be exercised by Awarding Entity no later than upon the lapse of three months of the expected Service Contract completion date.

5. Awarding Entity reserves the right to terminate the Service Contract by fault of the Service Provider with immediate effect without designating any additional time to remedy the infringements, if corruption has been disclosed in connection with the conclusion or performance of the Service Contract. The right to terminate, referred to in this paragraph, may be exercised within 12 months from the time Awarding Entity obtains information on the occurrence of the reasons for such termination.

6. In case Awarding Entity terminates the Service Contract without the fault of the Service Provider, Awarding Entity shall reimburse any justified costs confirmed with appropriate documents that the Service Provider has incurred directly in connection with the Service Contract termination.

7. In case termination of the Service Contract or a part thereof occurred by fault of the Service Provider, Awarding Entity, upon the completion of the works covered by the Service Contract, shall have the right to charge the Service Provider with all of the costs Awarding Entity has incurred in connection with completing the works, to the extent such costs exceed the part of the remuneration that has not been paid to the Service Provider by Awarding Entity as a result of Service Contract termination. To that end, Awarding Entity has the right to put all of the payments for the Service Provider on hold until the final completion and settlement of the works. In case the Service Contract termination refers only to a part of the non-performed works, the activities described herein shall refer only to such part of the Service Contract.

8. Should the execution of the object of the Service Contract be non-compliant with the agreed schedule by reasons attributable to the Service Provider, Awarding Entity may request the Service Provider to provide a written repairs plan, upon acceptance whereof by Awarding Entity, the Service Provider shall commence the repairs necessary to improve the pace of executing the works without encumbering Awarding Entity with any additional costs therefor. In case the Service Provider fails to present the repairs plan or despite presenting the repairs plan, the



Service Provider's delay is so advanced that it is deemed unlikely that the Service Provider completes the object of the Service Contract within the agreed time limit despite taking corrective measures – in particular, if the execution of the object of the Service Contract after the due date is deemed ineffective for Awarding Entity – Awarding Entity has the right to terminate the Service Contract at Awarding Entity‘s discretion, in whole or in part.

9. In case Awarding Entity terminates the Service Contract or a part thereof, the Service Provider shall be entitled to remuneration for the works completed until the day of termination only, and the remuneration shall be calculated in proportion to the progress of the works confirmed by way of a works progress report signed without any reservations by Awarding Entity. The Parties shall commence the inventory of the completed works within no more than seven (7) days of termination. The works progress report shall be drawn up by the Parties no later than on the due date and as of the day of termination. Failure of the Service Provider to participate in the inventory in due time gives Awarding Entity the right to unilaterally draw up a works progress report binding for both Parties.

10. The Service Contract termination does not affect the right of Awarding Entity to seek liquidated damages hereunder.

11. Any deviations from the agreed terms and conditions, as well as the lack of the relevant documents may constitute a basis for refusing to accept the service or return the object of the service at the Service Provider’s expense, and the Service Contract shall be deemed uncompleted.

12. The above provisions are without prejudice to the rights of Awarding Entity provided under the generally applicable provisions of law.

§11Responsibility and Indemnification

1. Except in cases specified in the Service Contract, Awarding Entity is not responsible for any defects resulting from the execution of the Service Contract or connected therewith sustained by the Service Provider, the Service Provider's employees or the persons with whom the Service Provider executes the object of the Service Contract, regardless of the legal relationship there between, subcontractor of Service Providers or any other third parties the Service Provider shall use when executing the Service Contract (including but not limited to damages to the environment, property or person), regardless of whether such damages result from non-performance or improper performance of the Service Contract by Awarding Entity or from a tort, or as a result of force majeure, acts or omissions of third parties, unless such damages occurred as a result of wilful misconduct or gross negligence on the part of Awarding Entity. Any references herein to responsibility for damages shall also mean the obligation of payment of compensation for the harm and the obligation to pay the pension referred to in Article 446 of the Civil Code.

2. Within the scope specified in Clause (a), the Service Provider shall, using any and all of the available legal and factual means, indemnify Awarding Entity and hold Awarding Entity harmless against any claims, including but not limited to settling any claims against Awarding Entity, indemnify Awarding Entity against any liability and redress all damages and reimburse all of the expenses (including the attorney's fees and remuneration) incurred by Awarding Entity in connection with preparations for the defence and with the defence against such claims, as well as reimburse Awarding Entity the value of the damage repaired thereby or the costs incurred by Awarding Entity in connection with compensation for the harm or the pension referred to in Article 446 of the Civil Code. The Service Provider's obligation referred to in this clause does not refer solely to cases where the responsibility of Awarding Entity results from wilful misconduct or gross negligence on the part of Awarding Entity. At the request of Awarding Entity, the Service Provider shall, to the best of his abilities, at the discretion of Awarding Entity: join the pending proceedings or replace Awarding Entity in the proceedings and release Awarding Entity from participation therein.

3. Should Awarding Entity have to settle a dispute with any third party, which dispute shall be in connection with the Service Contract, the Service Provider shall give Awarding Entity, upon the request thereof and to the best of the Service Provider's abilities, any and all non-financial



support in court proceedings and out of it and, if necessary, join the proceedings at the discretion of the Service Provider.

4. In case the object of the Service Contract is executed improperly, including incorrect parameters (acceptance thereof or withholding information), the Service Provider is responsible for the damages caused by the use of a physically or legally defective equipment.

5. The Service Provider is liable for any damage resulting from any delay, loss or damage caused by incorrect marking, packaging or identification of the goods.

6. The Service Provider shall indemnify Awarding Entity against any liability resulting from any third party claims made pursuant to a patent, copyright, licence, trademark, industrial design or utility model, in connection with the supplied goods, parts and materials.

§12Performance Bond

1. In order to secure Awarding Entity’s claims under the Service Contract, including, in particular, claims arising from non-performance or improper performance of the Service Contract, as well as for the payment of liquidated damages, the Service Provider is required to submit to the Awarding Entity within 7 (seven) days from the date of signing of the Service Contract, the irrevocable, unconditional and payable on first written demand Performance Bond - a bank guarantee of the content and the Issuer of the guarantee previously approved by the Awarding Entity, at the amount of 10% (ten percent) of the net Price (hereinafter: "Performance Bond”)

2. Security of the proper performance of the Contract – Performance Bond is intended to secure the Awarding Entity’s claims arising from non-performance or improper performance of the Service Contract, including, the payment of liquidated damages for the delay in the performance of the subject matter of the Service Contract or for the rescission of the Service Contract.

3. Performance Bond shall be valid until 30 days after planned completion date of Services indicated in Implementation Schedule.

4. In the event where the deadline for the completion date of Services will be extended/postponed in such a way that there will be a risk that it will fall on a day later than the day indicated as the date of expiry of the Performance Bond in accordance with its content, the Service Provider will be obligated to extend appropriately the term of the Performance Bond (or to submit a new Performance Bond in line with the terms and conditions specified in the Service Contract).

5. Providing to the Awarding Entity by the Service Provider the statement of the guarantor on the extension of the validity of the Performance Bond in the event referred to in point 4 above or the submission in such case by the Service Provider of a new Performance Bond in line with the conditions specified in the Contract, shall be made not later than 10 (ten) days before the date of expiry of the Performance Bond specified in such guarantee.

6. In case of non-observance by the Service Provider of time limits to perform activities, referred to in point 4 above, the Awarding Entity shall be entitled to request, and the guarantor shall be obligated to satisfy the Awarding Entity’s request and pay to the Awarding Entity at its request the entire amount covered by the Performance Bond. In such event the entire amount of the paid Performance Bond shall be retained by the Awarding Entity as the Guarantee Deposit.

7. In the case of further postponements of time limits, referred to in point 4 above, the provisions of points 5 and 6 above shall be applied accordingly.

§13Force Majeure

1. Neither Party shall be liable for delayed or incorrect performance of their respective obligations if such delay or incorrect performance is caused by force majeure. Force majeure is understood as any events unforeseeable by the Parties at the moment of placing the Service Contract, which the Party could not prevent by way of applying economically reasonable measures and which to a large extent impede or prevent the performance of any of the Party's obligations.



2. The affected Party shall immediately notify the other Party of the occurrence, anticipated duration and end of force majeure.

3. The Parties shall determine the new terms and conditions of performing the Service Contract, including in particular an adequate postponement of the completion date, as soon as the force majeure circumstances cease to exist.

§14Liquidated Damages

1. Service Provider shall pay to the Awarding Entity, within 14 days of the receipt of the request, liquidated damages in the following cases: A. delay in the performance of the Service Contract, counting from the day specified as the

Service Contract completion date – in the amount of 0.5% of the Price for each commenced day after the date specified in the Service Contract or agreed by the Parties;

B. termination of the Service Contract by any Party for reasons wherefore the Service Provider is responsible – in the amount of 20% (in words: twenty per cent) of the net Price of the Service Contract;

C. improper performance of Services – in the amount of 0.5% of the net Price of improper performance of a service found;

D. in the case of an entry or a stay at the Rig or Awarding Entity’s premises of persons under the influence of alcohol or intoxicants who perform Services for the Service Provider – in the amount of PLN 10,000 (say: ten thousand zlotys) for each case of breach found;

E. in the case of absence of the Service Provider’s representative at the coordination meetings – in the amount of PLN 500 (say: five hundred zlotys) in the case of absence at the first coordination meeting, and PLN 1,000 – for the absence at the subsequent coordination meeting;

F. in the case of a breach by the Service Provider of the provisions of occupational health and safety and fire safety regulations on the Rig or at the Awarding Entity’s premises – in the amount indicated in OHS constituting Appendix no. 5 to Service Contract.

2. The Parties reserve the possibility of seeking supplementary compensation by the Awarding Entity pursuant to general provisions of law, in cases where liquidated damages will not cover (will not cover in full) damages suffered by the Awarding Entity. The Service Provider waives the possibility to request mitigation of any liquidated damages stipulated in the Service Contract acknowledging and accepting that penalties does not have solely the compensative nature but also the preventive nature.

§15Documentation

1. The Service Provider may use the technical documentation, drawings, and any other documentation transferred by Awarding Entity (hereinafter: “Documentation”) solely for the purpose of performance of the Service Contract in accordance with its provisions.

2. The Service Provider represents that before signing the Service Contract, it became thoroughly acquainted with all Contract Documents, in particular the Documentation, and it represents that Contract Documents allow completion of the subject matter of the Service Contract within the timeframe resulting from Appendix No. 4 to the Service Contract.

3. Any Service Provider's Documentation which the Service Provider draws up in the course of performance of the Service Contract, shall be delivered to the Awarding Entity in 2 (two) copies on paper and 2 (two) copies on a storage medium (DVD), with descriptions, text documents in the MS Word format; drawings, diagrams in the AutoCAD formats (DWG, DXF); tables, charts in the MS Word, Excel, Visio formats; schedules in the MS Project format.

4. The deadlines of delivery of the Service Provider’s Documentation, as well as its scope, parameters and characteristics, are set forth in the Implementation Schedule constituting Appendix no. 4 to Service Agreement. If, in connection with the Products, technical and operational documentation (DTR) or license documentation for devices and elements subject to



the acceptance of the Office of Technical Inspection and start-up instructions are needed, the Supplier shall deliver such Documentation to the Awarding Entity, along with a notification of the acceptance of Services requiring a given type of documentation 3 (three) copies on paper and 3 (three) on a storage medium.

5. As part of the Service Provider's Documentation, the Service Provider shall in particular prepare and submit to the Awarding Entity the following documents:

A. Commissioning Execution Plan with all necessary plans and procedures, to be drawn up by the Service Provider on the basis of the Quality Assurance and Control Plan provided by the Awarding Entity. The Commissioning Execution Plan shall:i. include a procedure for the recording of the results of tests and measurements, with

templates of records, reports, and methods, as well as dates by which the documents are to be delivered to the Awarding Entity,

ii. be compliant with the Implementation Schedule,iii. meet the requirements of the EN ISO 9001 standard,iv. require the approval by the Awarding Entity,

B. Detailed Instructions for the Safe Implementation of the Works (DISIW), prepared in accordance with the PN-EN ISO 14001 standard and the Awarding Entity's guidelines, containing a detailed description of completed works, separately for each stage of works and construction works. The DISIS must be approved by the Awarding Entity before the start of a given stage of Services.

C. Occupational Health and Safety (OSH) system and Environmental Management (EMS) system, compliant with the OHSAS 18001 and ISO 14001 standards, or equivalent OSH and EMS systems, confirmed by documented results of relevant audits,

D. Works Organisation Plan including a Technological Design of the implementation of the Construction Works, with special consideration of:

6. With the exception of documents related to Polish Geological and Mining Law, the whole Service Provider's Documentation shall be in English. Where any documentation has been translated from a foreign language, the Service Provider shall provide the Awarding Entity, free of charge, with an additional 1 (one) copy of such Service Provider's Documentation in its original language version. The documentation which shall be a subject to translation into Polish or English language shall be translated by an expert translator.

7. The Service Provider is solely responsible for the correct preparation of the Service Provider's Documentation. The Service Provider shall bear the costs of the correction of errors and deficiencies in the Service Provider's Documentation. The Service Provider shall be held liable for any loss arising due to or in connection with an incorrectly prepared (or translated) Awarding Entity’s Documentation.

8. The documents confirming the hand-over of the Service Provider's Documentation shall be the Service Provider's Documentation Hand-Over Reports signed by the Awarding Entity and drawn up by the Service Provider on the basis of a template provided by the Awarding Entity. To the Hand-Over Report for each part of the Service Provider's Documentation, the Service Provider shall attach a declaration of its completeness.

§16Intellectual Property Rights

1. If, in connection with the execution of the Service Contract, the Service Provider creates a work under the provisions of the copyright law (hereinafter the "Work"), the Service Provider shall, upon creating such Work and as part of the his remuneration referred to in the Service Contract, transfer to Awarding Entity all of the proprietary copyrights and related rights to all of the Works created as part of the Service Contract, including the exclusive right to exercise and let other entities exercise the related copyrights.

2. The Service Provider represents and guarantees that it shall have full copyrights to all of the Works created as part of the execution of the Service Contract. The Parties agree that the term "Works" refers, in particular, to the technical documentation, final compilations, reports, information, analyses, scenarios, opinions, assessments that constitute a work under the



applicable copyright law, accepted by Awarding Entity on the basis of a partial/final acceptance protocol, and in case of Service Contract termination, delivered to Awarding Entity until the day of Service Contract termination or filing a statement on the Service Contract termination in compliance with the works progress report.

3. The Service Provider represents and guarantees that the Work shall in no way infringe the copyrights and personal rights or any other rights of any third parties and that his copyrights to the Work shall not be limited within the scope of the Service Contract.

4. The Service Provider is fully responsible for any damages incurred as a result of ineffective or defective acquisition of rights to the Work from third parties or as a result of acquiring the rights to the Work that are encumbered with the rights of third parties, or as a result of ineffective or defective transfer of rights to Awarding Entity. If, after the day referred to in Clause 1, any legal defects, encumbrances or claims of any third parties are revealed, the Service Provider shall be obliged to indemnify Awarding Entity against any claims of third parties related therewith, remedy any damages incurred by Awarding Entity as a result of such defects, encumbrances or claims, and additionally, at the request of Awarding Entity, make a proper public statement.

5. The transfer of copyrights and related rights referred to in Clause (b) shall be made to the full extent allowed under the Act of 4 February 1994 on copyright and related rights, on all fields of exploitation known on the day of concluding the Service Contract, and in particular: A. recording using any technique, including print, photographic material, magnetic tape, floppy

disc, digital, and other; B. reproduction using any technique, including print, photographic material, magnetic tape,

floppy C. disc, digital, and other; D. marketing; E. uploading to a computer memory and to a computer and/or multimedia network; F. public dissemination of the work in such a way that anyone can have access thereto in a

place and G. time of own choice (e.g. in the Internet); H. disclosing its content to other entities; I. corded and wireless video and/or audio broadcasting using a ground station; J. satellite broadcasting; K. simultaneous and integrated broadcasting (rebroadcasting) of the Work.

6. The transfer of the rights referred to in Clause 2 is not limited in terms of territory. 7. The Service Provider authorises Awarding Entity to use the Work in whole or in part for marketing

or advertising purposes (within the fields of exploitation specified in Clause 5 in the form of posters, photos, radio advertisements or commercials and internet ads).

8. Awarding Entity has the right to use the fragments of the Work in question and dispose thereof within the fields of exploitation specified in point 5.

9. The Service Provider authorises Awarding Entity to exercise, on behalf of the author of the Work, his moral rights, and in particular to: A. decide on the integrity of content and form; B. decide on the supervision over the manner of use of the Works.

10. Upon creating the Works, the Service Provider shall transfer to Awarding Entity, as part of the Service Provider's remuneration referred to in Article 4, the ownership of the copies (material media devices) whereon the Work has been recorded.

11. Awarding Entity may disseminate and publish the materials or make statements connected with the Work without specifying the authors of the Work in such materials and statements.

§17Insurance

1. The Service Provider shall conclude and keep for the duration of the execution of the Service Contract the following insurances: A. business civil liability insurance, including liability against the performance of the works

constituting the object of the Service Contract, for a sum insured specified in the Service



Contract. The insurance shall cover the tort liability, contractual liability and employer's civil liability.

B. employees’ personal accident insurance for the sum insured specified in the Service Contract. In case the Service Provider uses any other entities for the execution of the Service Contract, the Service Provider shall oblige his subcontractors of Service Providers to maintain such insurance for the subcontractors of Service Providers' employees.

2. Prior to commencing the execution of the Service Contract, the Service Provider shall provide copies of the insurance policies (certified to be true copies by a person authorised to represent the Service Provider) along with a confirmation of timely payment of the insurance premiums. During the execution of the Service Contract, the Service Provider shall present current insurance documents at each request of Awarding Entity.

§18Confidentiality

1. The Parties shall, both for the term of the Service Contract and upon the completion thereof, keep confidential the content of the Service Contract and all of the technical, technological, economical, financial, commercial, legal, organisational and any other information on Awarding Entity or the Service Provider, that have not been made public and have been obtained as part of or in connection with the execution of the Service Contract, regardless of the form of such information and the source thereof (hereinafter: "Confidential Information"). The Confidential Information may be disclosed only upon obtaining prior written, or else invalid, consent of the other Party, except in case where the obligation to disclose Confidential Information results from the applicable provisions of law. The Parties are responsible for the compliance with the confidentiality provisions by any persons who have obtained such information therefrom as for own actions or omissions.

2. Such information may be disclosed only to those employees of the Service Provider who need it in Service Contract to perform the obligations under the Service Contract and on the condition that such persons are obliged to keep such information confidential within the scope specified in the Service Contract. The Service Provider shall be responsible for any violation of the confidentiality obligation by such persons.

3. In case of violation of the provisions referred to in clauses (a) and (b) hereof, the Service Provider shall pay liquidated damages in the amount equal to the Value of the Object of the Service Contract but no less than PLN 50,000.00 (in words: fifty thousand PLN) for each violation. Notwithstanding the foregoing, in case of a damage the value whereof exceeds the liquidated damages, Awarding Entity reserves the right to seek damages in full on general terms.

§19Ethics

1. Awarding Entity, as a LOTOS Capital Group company, operates with a sense of responsibility for the consequences of own actions and applies uniform ethical standards in the assessment of ethical conduct of employees and third parties, respect for human rights, workers' rights and the environment.

2. Awarding Entity, as a LOTOS Capital Group company, ensures respect for human rights in the entire value chain presented in its operations. Taking into consideration social responsibility for public life in general, as well as in the interest of common good, Awarding Entity, as a LOTOS Capital Group company, takes actions related to providing for the observance of the law and regulations in own business operations, including international Corporate Social Responsibility (CSR) principles. The Company undertakes actions related to the development of appropriate social and economic relations.

3. Awarding Entity, as a LOTOS Capital Group company, in its operations, aims at creating a work environment based on mutual respect and tolerance. The Company provides data protection and privacy for all individuals who choose to report suspicion of a violation of the principles applicable in LOTOS Capital Group, specified in the "Code of Ethics of the LOTOS Capital Group" and other Corporate Social Responsibility regulations implemented and applied by the LOTOS Capital Group companies.



4. The Code of Ethics of the LOTOS Capital Group is available at www.odpowiedzialny.lotos.pl.

§20Final Provisions

1. All deliveries in relation to the implementation of the Service Contract shall be made in writing or to the following contact details: A. on behalf of the Awarding Entity:

[…]

Address: […] ;

E-mail address: […]

B. on behalf of the Service Provider: […]Service Provider’s address: […] E-mail address: […]

2. Should there be any disputes arising from or related to the Services Contact, the Parties shall endeavour to settle them amicably, and if they are not settled, they will be settled by the Court with its jurisdiction over the Awarding Entity.

3. The Service Contract (together with Appendixes) constitutes full and complete regulation of legal relationship between the Parties. In particular, no prior agreements, understandings and submitted proposals, regarding the subject matter of this Service Contract, which the Service Contract does not incorporate to its content explicitly, apply between the Parties.

4. The total or partial invalidity of any provision of the Service Contract does not affect the other part of a given provision or other provisions of the Service Contract. To the extent permitted by law, applicable to the Service Contract, the Parties shall agree in good faith to replace the invalid provision with a provision consistent with law and having a similar economic effect.

5. Non-performance by the Awarding Entity of a right attributable to the Awarding Entity under the Service Contract does not constitute an abandonment or a waiver of such right. Such effect may arise only from an explicit statement of the Awarding Entity or express provisions of the Service Contract.

6. In matters not governed by the provisions of the Service Contract, relevant provisions of the Civil Code shall apply.

7. Any amendments and supplements to the Service Contract shall be made in writing under pain of nullity.

8. If the Service Contract provides for the possibility or obligation of the Parties to submit any statement (consent, approval, understanding, acceptance, others) the submission of which or the failure of submission of which may result in a legal effect for the Parties, then such a statement always requires a written form under pain of nullity.

9. Appendixes included in the list of Appendixes form the integral part of the Service Contract. List of Appendixes:A. Appendix no. 1 – Documents List;B. Appendix no. 2 – Responsibility Matrix; C. Appendix no. 3 – Payment Terms;D. Appendix no. 4 – Implementation Schedule;E. Appendix no. 5 – Safety (OHS).


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