TERMS AND CONDITIONS APPLICABLE TO THE SUPPLY OF ADVICE AND SERVICES BY CONSTELLATION MARINE SERVICES LLC, DUBAI.

1. Definitions

   The Company:   The company, firm or person with whom The Agreement is made.

   The Agreement:   The Agreement between Constellation Marine Services llc, Dubai and THE COMPANY constituted by the attached fax/letter/order acknowledgement and incorporating inter alia these terms and conditions.

2. Assignment

   Neither party shall transfer or assign its rights or obligations under The Agreement without the prior written consent of the other party, provided that: THE COMPANY may transfer any or all of its rights under The Agreement to any of its affiliate companies, in which case THE COMPANY shall procure the acceptance by the assignee of the terms, conditions, exceptions and exemptions of The Agreement.

3. Delegation

   If Constellation Marine Services llc, Dubai considers it more efficient or convenient, Constellation Marine Services llc, Dubai may in its discretion procure advice, assistance and services, which it renders under The Agreement, from other persons and may in its discretion delegate performance of one or more of its obligations under The Agreement.

4. Payment

   1. If any payments to be made under The Agreement shall be subject now or in the future to taxes, levies or charges of whatever kind in the country in which THE COMPANY is incorporated and/or operating and which THE COMPANY or Constellation Marine Services llc, Dubai is required to pay or which THE COMPANY is required to withhold, THE COMPANY shall pay such sums as shall yield to Constellation Marine Services llc, Dubai after payment or withholding of such taxes, levies or charges the full amounts payable to Constellation Marine Services llc, Dubai under The Agreement as if such taxes, levies or other charges were not paid or withheld.
      In this clause 4(a) THE COMPANY shall include any assignee of any of its rights hereunder.
   2. Payment shall be made within fifteen working days from the date of the invoice.
   3. Any payments overdue by THE COMPANY shall bear compound interest from the due date until payment at a rate of half of one per cent per week.
   4. Except when there are self evident errors in the invoice payment shall be made by THE COMPANY notwithstanding any dispute relating to the billings. Any adjustments consequent upon settlement of such disputes shall be made within thirty days following the settlement.
   5. Where any payment becomes overdue by more than sixty days, Constellation Marine Services llc, Dubai shall without prejudice to any of its other rights, be entitled to terminate this Agreement whereupon payment will become due for the value of work done up to the date of termination.
   6. Constellation Marine Services agrees to use its best efforts on behalf of those for whom a survey is made but it is distinctly understood and agreed that his survey is made with the understanding that Constellation Marine Services will have no liability for any error or ommissions whether due to negligence or otherwise in excess of the actual charge made for a survey and all persons interested in or to be affected hereby accept this report on that basis.

5. Liability and Indemnity

   1. Constellation Marine Services llc, Dubai shall perform The Agreement with all proper skills in accordance with first-class industry standards.
   2. If any work or services under The Agreement are negligently performed or omitted then so far as may be reasonably practicable Constellation Marine Services llc, Dubai at its own expense will cause such work and services to be correctly performed.
   3. In this clause 5 Delegate(s) means (i) employees and agents of Constellation Marine Services llc, Dubai (ii) any person to whom performance of work or services under The Agreement is delegated or sub-contracted by Constellation Marine Services llc, Dubai and (iii) any such Person's employees and agents.
   4. THE COMPANY shall not sue any Delegate for any loss or damage of any nature whatsoever suffered by THE COMPANY and connected with performance of The Agreement. THE COMPANY's sole remedy shall be against Constellation Marine Services llc, Dubai under this Clause 5.
   5. The total liability of Constellation Marine Services llc, Dubai to THE COMPANY for breach of The Agreement and the total third party liability of Constellation Marine Services llc, Dubai and Delegates shall not for any reason whatsoever (including negligence) in aggregate over the duration of The Agreement exceed an amount equal to ten times the total fees paid and payable by THE COMPANY to Constellation Marine Services llc, Dubai.
   6. If Constellation Marine Services llc, Dubai or any Delegate does incur third party liability of any nature whatsoever arising out of or connected with performance of The Agreement then (subject to clause 5(g) below) THE COMPANY shall indemnify Constellation Marine Services llc, Dubai, or such Delegate against such third party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third party claim was based on negligence. Further to the extent that Constellation Marine Services llc, Dubai may have indemnified any Delegate against such third party liability, costs or expenses (which Constellation Marine Services llc, Dubai at its sole discretion shall be entitled to do) then THE COMPANY shall thereupon be liable to indemnify Constellation Marine Services llc, Dubai accordingly.
   7. Where the reason for third party liability mentioned in clause 5(f) was the negligence of Constellation Marine Services llc, Dubai, or of any Delegate then THE COMPANY's indemnity under clause 5(f) shall apply above the limit of liability mentioned in clause 5(e) and Constellation Marine Services llc, Dubai shall be liable up to such limit.
   8. In entering into the agreement contained in clause 5 Constellation Marine Services llc, Dubai contracts both on its own behalf and as agent on behalf of Delegates and also as trustee for their benefit.
   9. Neither party shall be liable to the other for indirect or consequential damages resulting from or arising out of The Agreement including but not limited to loss of use of property, loss of profits, loss of product or business interruption.

6. Confidentiality

   1. THE COMPANY undertakes to keep confidential any confidential information disclosed to it by Constellation Marine Services llc, Dubai and not to disclose the same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without Constellation Marine Services llc, Dubai's prior written approval, such undertaking to continue notwithstanding the expiry or termination of The Agreement for so long as the information in question has not:
      1. Become part of the public knowledge or literature without default on the part of THE COMPANY or
      2. Been disclosed to THE COMPANY by the third party (other than one disclosing on behalf of Constellation Marine Services llc, Dubai) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same.
      or for a period of 10 years from the date that The Agreement terminates, whichever is the sooner.
   2. Constellation Marine Services llc, Dubai shall undertake to keep confidential any confidential information disclosed to it by THE COMPANY and Constellation Marine Services llc, Dubai shall be liable to the same constraints as imposed by clause 6(a) on THE COMPANY.

7. Force Majeure

   Neither party to The Agreement shall be in breach of any obligation hereunder (other than the obligations of THE COMPANY to make payment of any monies due to Constellation Marine Services llc, Dubai) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.

8. Safety

   It is the policy of Constellation Marine Services llc, Dubai to conduct its activities in such a way as to take foremost account of the health and safety of its employees and of other persons and to give proper regard to the conservation of the environment. In implementing this policy Constellation Marine Services llc, Dubai not only complies with the requirements of the relevant legislation but promotes in an appropriate manner, measures for the protection of Health, Safety and Environment for all who may be affected directly or indirectly by its activities. If, in the execution of its services, Constellation Marine Services llc, Dubai believes that the health and safety of its employees is placed at unacceptable risk due to circumstances outside its control, Constellation Marine Services llc, Dubai reserves the right to withdraw its services until the circumstances giving rise to this withdrawal are removed.

9. Himalaya

   It is hereby expressly agreed that no employee or agent of Constellation Marine Services llc, Dubai (including every sub-contractor from time to time employed by Constellation Marine Services llc, Dubai) shall in any circumstances whatsoever be under any liability whatsoever to the Clients for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this clause, every exemption from liability, defence or immunity of whatsoever nature applicable to Constellation Marine Services llc, Dubai or to which Constellation Marine Services llc, Dubai is entitled hereunder shall also be available and shall extend to protect every such employee or agent of Constellation Marine Services llc, Dubai acting as aforesaid and for the purpose of all the foregoing provisions of this clause Constellation Marine Services llc, Dubai is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this agreement.

10. Applicable Law

    The proper law of these terms and conditions is English Law and English Law shall be used to interpret these terms and conditions and for resolving all claims or disputes arising out of or connected with these terms and conditions (whether based on contract, tort, or any other legal doctrine). Any such claim or dispute not settled by negotiation shall be settled by arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbiter being appointed by each party. If two arbiters properly appointed shall not agree they shall appoint an umpire whose decision shall be final. The language of the Arbitration shall be English.