Terms & Conditions | STS Marine Solutions

THIS SERVICES AGREEMENT (the "Agreement") is made as of the Issue Date

‍BETWEEN:

(1) STS MARINE SOLUTIONS (BERMUDA) LTD., a company incorporated under the laws of Bermuda whose registered office is atSuite 504, Canons Court, 22 Victoria Street Hamilton, HM08, Bermuda (“PROVIDER”); and
2) CLIENT as per Attachment A (“CLIENT”)
each a ‘Party’ or a ‘party’ and together the ‘Parties’.

WHEREAS:
A. The CLIENT wishes to engage the services of the PROVIDER in relation to the conducting of Ship-to-Ship Operations (as hereinafter defined);

‍NOW THEREFORE in consideration of the premises and the mutual covenants herein contained the Parties, intending to be legallybound, do hereby agree as follows:

‍1 Definitions
In this Agreement, the following terms shall have the meanings set out below: ‘Affiliate’ means, with respect to any specified Party, any other entity directly or indirectly controlling or controlled by orunder direct or indirect common control with such specified party. For the purposes of this definition, “control” (including,with correlative meanings, “controlling”, “controlled” by,” and “under common control with”) means the power to direct orcause the direction of the management and policies of such entity, directly or indirectly, whether through the ownership ofvoting securities, by contract or otherwise and, it being understood and agreed that with respect to a corporation, limitedliability company or partnership, control shall mean direct or indirect ownership of more than 50% of the voting stock, orlimited liability company interest, general partnership interest or voting interest in any such corporation, limited liabilitycompany or partnership. ‘Cargo’ means the cargo specified in Attachment A.‘Claims’ means all actions, claims, demands, proceedings, damages, awards, payments, losses, costs, expenses, penalties,fines, compensation or other liabilities (including without limit direct, indirect, special, incidental, consequential,Consequential Loss or otherwise including without limit loss of profit, business, turnover or market share) legal andprofessional costs and expenses, and in case of each and all of the foregoing any interest thereon and howsoever andwhatsoever arising from or connected with any performance or non-performance under the Agreement, including but notlimited to where caused or occasioned by or attributable or contributed to a breach of contract (including under anindemnity), warranty, representation, statement, guarantee, promise, statutory indemnity, tort (including without limitnegligence, gross negligence and/or breach of statutory duty), strict liability, wilful misconduct or otherwise.‘CLIENT Equipment’ means equipment provided for operations by the CLIENT.‘CLIENT Group’ means:

CLIENT; and
any customer of the CLIENT (of any tier) whether or not one or more is named in the Contract; and
any Affiliate of the CLIENT, and
any director, officer, employee, other person, or agency personnel, employed by or acting for and on behalf of theCLIENT, its sub-contractors (of any tier) or any Affiliate(s) of the CLEINT and their sub-contractors (of any tier) for the avoidance of doubt, Vessel owners are not members of CLIENT Group.

‘PROVIDER Equipment’ means equipment provided for operations by the PROVIDER.

‘PROVIDER Group’ means

the PROVIDERS’s sub-contractors (of any tier), including any Mooring Master;
any PROVIDER Affiliate or its sub-contractors (of any tier);
any director, officer, employee, other person, or agency personnel, employed by or acting for and on behalf of thePROVIDER, its sub-contractors (of any tier) or any PROVIDER Affiliate(s) and their sub-contractors (of any tier)

‘Consequential Loss’ means (but not limited to) a) any loss of anticipated profits; loss of profits; deferral of profits; loss ofanticipated revenue; loss of revenue; deferral of revenue; loss of bargain; loss of opportunity; reduction in turnover; loss ofCargo; loss of Cargo production and/or deferral of Cargo production; loss of use; business interruption; demurrage;unavailability of Cargo power; or b) whether or not expressly included in this definition, and in case of each foregoing headof loss, direct or indirect, special, incidental nor other consequential loss(es) or damage(s) sustained by a Party and whetheror not such loss(es) or damage(s) were foreseeable at the Effective Date. ‘Effective Date’ means date of entry into this Agreement. ‘Gross Negligence’ means such wanton, reckless and/or wilfully reckless conduct or omission as constitutes in effect an utterdisregard for their harmful, foreseeable and avoidable consequences and shall apply solely to the directing mind or will ofthe parties, or any other person (as the case may be), but no further. ‘Carriers’ or ‘Tanker’ means vessels carrying cargo and involved in the STS Operation(s). ‘Carrier Master(s)’ or ‘Tanker Master(s)’ means the Master of the Carrier or Tanker involved in the STS Operation(S). JPO means ‘Joint Plan of Operations’ ‘Mooring Master’ means the individual designated by the PROVIDER to advise on safe and efficient mooring of the Carriersand to assist in the co-ordination and supervision of the STS Operation(s). ‘Services’ means all matters and services described in ATTACHMENT A hereto.
‘Service Fee’ means the fee calculated in accordance with the terms set out in ATTACHMENT A. ‘STS Equipment’ means the equipment used by the PROVIDER for the provision of the Services referred to in this serviceagreement. ‘STS Location’ means the agreed physical place where an STS Operation(s) takes place under this Agreement. ‘STS Operation(s)’ means any Cargo shipments from Carrier(s) delivered into other Carrier(s)made fast alongside each other for the purpose of STS Operation(s). ‘Superintendent’ means the individual designated by the PROVIDER to advise on safe and efficient rigging of the STSEquipment and to assist in the co-ordination of the STS Operation. 2 Interpretation
In this Agreement:

2.1 References to persons include references to bodies corporate and unincorporated.
2.2 Unless the context requires otherwise, words in the singular number include the plural number and vice versa.
2.3 Words in one gender include all other genders.
2.4 Clause headings are inserted for convenience only and shall not impact on the construction of this Agreement and, unlessotherwise specified, all references to clauses and schedules are to clauses of, and schedules to, this Agreement.

3 Appointment 3.1 The CLIENT hereby appoints the PROVIDER to provide, and the PROVIDER hereby agrees to provide, the Services using duecare, diligence and skill in accordance with the standards of a reasonable and prudent operator undertaking STSOperation(S) for the CLIENT subject to and upon the terms and conditions set out in this Agreement. For the purposes ofthis clause, ‘reasonable and prudent operator’ means a person seeking in good faith to perform its contractual obligationsand to comply with applicable laws and regulations, and in so doing, and in the general conduct of its undertaking, to CONTROLLED DOCUMENT 3

THIS SERVICES AGREEMENT (the "Agreement") is made as of the Issue Date

‍BETWEEN:

(1) STS MARINE SOLUTIONS (BERMUDA) LTD., a company incorporated under the laws of Bermuda whose registered office is atSuite 504, Canons Court, 22 Victoria Street Hamilton, HM08, Bermuda (“PROVIDER”); and
2) CLIENT as per Attachment A (“CLIENT”)
each a ‘Party’ or a ‘party’ and together the ‘Parties’.

WHEREAS:
A. The CLIENT wishes to engage the services of the PROVIDER in relation to the conducting of Ship-to-Ship Operations (as hereinafter defined);

‍NOW THEREFORE in consideration of the premises and the mutual covenants herein contained the Parties, intending to be legallybound, do hereby agree as follows:

CLIENT; and
any customer of the CLIENT (of any tier) whether or not one or more is named in the Contract; and
any Affiliate of the CLIENT, and
any director, officer, employee, other person, or agency personnel, employed by or acting for and on behalf of theCLIENT, its sub-contractors (of any tier) or any Affiliate(s) of the CLEINT and their sub-contractors (of any tier) for the avoidance of doubt, Vessel owners are not members of CLIENT Group.

‘PROVIDER Equipment’ means equipment provided for operations by the PROVIDER.

‘PROVIDER Group’ means

the PROVIDERS’s sub-contractors (of any tier), including any Mooring Master;
any PROVIDER Affiliate or its sub-contractors (of any tier);
any director, officer, employee, other person, or agency personnel, employed by or acting for and on behalf of thePROVIDER, its sub-contractors (of any tier) or any PROVIDER Affiliate(s) and their sub-contractors (of any tier)

‍2 Interpretation
In this Agreement:

2.1 References to persons include references to bodies corporate and unincorporated.

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

2.3 Words in one gender include all other genders.

2.4 Clause headings are inserted for convenience only and shall not impact on the construction of this Agreement and, unlessotherwise specified, all references to clauses and schedules are to clauses of, and schedules to, this Agreement.

3 Appointment

3.1 The CLIENT hereby appoints the PROVIDER to provide, and the PROVIDER hereby agrees to provide, the Services using duecare, diligence and skill in accordance with the standards of a reasonable and prudent operator undertaking STSOperation(S) for the CLIENT subject to and upon the terms and conditions set out in this Agreement. For the purposes ofthis clause, ‘reasonable and prudent operator’ means a person seeking in good faith to perform its contractual obligationsand to comply with applicable laws and regulations, and in so doing, and in the general conduct of its undertaking, to exercise that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from askilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances andconditions.

3.2 If, at the CLIENTS request, PROVIDER mobilises equipment or reasonably incurs other costs (such costs not to exceed US$10,000 unless agreed in advance in writing by the CLIENT) in anticipation of such STS Operation(s), then the CLIENT shall payPROVIDER for all such costs reasonably incurred and documented pursuant to the CLIENTS request.

4 PROVIDER Obligations

4.1 The PROVIDER shall retain at all times qualified staff so as to maintain a level of expertise sufficient to provide the Services as set out in this agreement

4.2 The PROVIDER shall give the highest priority to safety in order to protect life, health, property and environment.

4.3 The PROVIDER shall inspect and maintain the PROVIDER’s owned STS Equipment at such times and in such manner as thePROVIDER determines is necessary and carry out any necessary repairs.

4.4 The PROVIDER shall use best efforts to arrange travel and immigration clearance for the PROVIDER’s personnel whenrequested by the CLIENT. The PROVIDER shall not be held liable for any delays in travel or immigration clearance.

4.5 Support craft and launch boats required for STS Operation(s) to be arranged by the PROVIDER for the CLIENT’s account.

4.6 PROVIDER to obtain signed copies of Attachment B from the Masters of the carriers involved in the STS Operation(s). PROVIDER is under no obligation to commence any STS Operation(s) without obtaining signed copies of Attachment B.

5 CLIENT Obligations

5.1 The CLIENT to provide suitable accommodation for the PROVIDER personnel onboard the vessels.

5.2 Any Port Fees or Import and export duties of any nature imposed on the importation and exportation of the STS equipmentor Cargo are for the CLIENT’s account.

5.3 The CLIENT shall give the PROVIDER 48 hours to rectify any operational issues or defects. If PROVIDER cannot rectify anyoperational issues or defects after 48 hours, then the PROVIDER reserves the right to cancel the operation and PROVIDERwill not in any circumstances be liable in respect of any and all delays, loss, expenses or damage of whatsoever naturecaused by the cancellation.

6. OPERATIONS AND SAFETY

6.1 All STS Operation(s) (as defined above) under each and any Contract shall be conducted in accordance with the latest STS Operation(S) Guide.

6.2 The CLIENT shall provide that all Carriers nominated for STS Operation(s) (as defined above) have access to a copy of the STSOperation(S) Guide sufficiently in advance of actual STS Operation(s), so that the Carrier Masters, officers and crew maycomplete the necessary operational checklists outlined in the STS Operation(S) Guide and also familiarise themselves withthe procedures for the safe completion of the STS Operation(s), including, but not limited to, the preparation of all necessarylines, and equipment for the STS Operation(s)

6.3 The Carrier Masters (in consultation with the Mooring Master) shall determine the steps or protocol leading towards thecompletion of the STS Operation(s). Having boarded one of the Carriers, the Mooring Master shall advise the CarrierMasters, officers and crew in the procedures for a safe and efficient STS Operation(s).

6.4 If at any time the Mooring Master decides that the STS Operation(s) taking place are not safe, they shall advise the CarrierMaster(s), and the CLIENT shall procure that the Carrier Master(s) shall take appropriate actions to safely discontinue the STSOperation(s). Such advice shall not preclude manoeuvres by the Carrier Master(s), at their own discretion, to discontinue theTransfer, if possible, informing the Mooring Master in advance of such discretionary actions to be taken.

6.5 Notwithstanding the foregoing and without prejudice to anything to the contrary in this Agreement, the Parties herebyagree that the respective Carrier Masters remain responsible and in control of their Carrier and the STS Operation(s) at alltimes during any STS Operation(s).

6.6 With regard to fatigue management, the Parties agree that all Mooring Masters take adequate rest periods to meet not onlythe requirements of the latest versions of Standards of Training, Certification, and Watchkeeping – Hours of work and rest,and also the Maritime Labour Convention.

6.7 All STS Operation(s) including embarkation, disembarkation, delivery and collection of equipment and mooring shall takeplace in areas mutually agreed by the Parties within the JPO, approved by local authorities if necessary, and deemed safe bythe Carrier Master(s).

6.8 The Carrier Master(s), officers and crew involved in the STS Operation(s) shall be responsible for the safe monitoring,connection and disconnection, and subsequent handling of the cargo hose during cargo transfer, in accordance with the STSOperation(S) Guide and the Mooring Master’s advice.

6.9 Should the CLIENT require any specific procedures to be followed in the event of an emergency, then the CLIENT shallprovide to the PROVIDER a copy of any emergency plans and contact details seven (7) days prior to the commencement ofthe STS Operation(s). In all circumstances, the Carrier Master(s) shall be responsible for the effective response to anyemergency situation. The CLIENT will arrange that any personnel of the PROVIDER attending on board the Carriers will becovered by the CLIENT’s and/or the Carrier’s (as may be appropriate) emergency evacuation procedures for the safe returnof such personnel to shore in the event of serious injury or other serious health issues suffered by any such person andwhich require prompt evacuation to another facility.

6.10 The Carrier Master(s) shall be responsible for the quality of Cargo transferred and for the measurement of the quantity ofthe Cargo transferred. The Mooring Master have no responsibility for, and shall not be asked to undertake, anymeasurement of Cargo transferred / remaining or the completion of any Cargo or Carrier’s documentation relating to aTransfer or relating to any Cargo on board an Carrier. The Material Safety Data Sheet (MSDS) shall be supplied by thedischarging Carrier to the PROVIDER.

6.11 At all times each and all members of the PROVIDER Group shall be entitled to rely on the CLIENT Group provided informationand shall have no liability as a result of advice or recommendations given which is based on the CLIENT Group providedinformation which is subsequently proved to be incorrect or misleading.

7 Pollution

7.1 The owners of the carrier(s) nominated by the CLIENT for an STS Operation(S) under this agreement are members of the International Carrier Pollution Federation (“ITOPF”) and

7.1.1 all such vessel(s) have been entered with a reputable P & I Club, and additionally that such vessel(s) have full hull marine insurancecover, for any and all claims, arising directly and / or indirectly, in connection with pollution or the threat thereof and

7.1.2 the charterers of all Carrier(s) nominated by the CLIENT for an STS Operation(S) are entered with a reputable P & I Club or haveother equivalent insurance cover for any and all claims, arising directly and / or indirectly, in connection with pollution or thethreat thereof and

7.1.3 that all vessels are fully classed and certified by a reputable Classification Society and

7.1.4 that all vessels comply with the International Safety Management Code (ISM)

7.2 PROVIDER is not obliged under the terms of this agreement, and has no liability with regard thereto, to provide any service (s) ortake any measures in connection with prevention, mitigation or removal of any cargo pollution or any other pollution arising in, outof, or in connection with an STS Operation(S) operation.

7.2.1 When an escape or discharge of cargo occurs from any Carrier, at or in the vicinity of any STS Operation(S) and causes or threatensto cause pollution damage, or when there is a threat of an escape or discharge of cargo from such Carrier in such vicinity (i.e. agrave and imminent danger of the escape or discharge of cargo which, if it occurred, would create a serious danger of pollutiondamage, whether or not an escape or discharge in fact subsequently occurs), PROVIDER or such party as PROVIDER designatesmay, entirely at its discretion and option upon notice by PROVIDER to the CLIENT, its agent and the Master of the Carrier,undertake measures to prevent or mitigate such pollution damage or to remove the threat, unless the CLIENT, its agent or theMaster of the Carrier promptly undertake same. PROVIDER shall keep the CLIENT, its agent or the Master of the Carrier advised ofthe nature and results of any such measures taken by it or its designee and, if time permits, the nature of measures intended to betaken. All of the measures actually taken by PROVIDER or its designee (including without limitation paying third parties to take suchmeasures) shall be deemed taken on the authority of the CLIENT, and for the account of the CLIENT, its agent or the Master of theCarrier. If the CLIENT, its agent or the Master of the Carrier considers that such measures should be discontinued the CLIENT, itsagent or the Master of the Carrier shall so notify PROVIDER, and thereafter neither PROVIDER nor its designee shall have any rightto continue such measures under the provisions of this Agreement.

7.2.2 The provisions of this Clause are not in derogation of any other rights which PROVIDER or the CLIENT may have under anyagreement between the parties, or may otherwise have or acquire by law or any international convention.

8 Severability

8.1 If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

9 Relationship between the Parties

9.1 The relationship between the Parties is that of independent contractor. Nothing herein shall be interpreted to create a partnership, joint venture, employee or agency relationship between the PROVIDER and the CLIENT.

10 Confidential Information

10.1 Each Party shall keep confidential, both during and after the currency of this Agreement, all information relating in any wayto (i) the other that it has acquired or developed in the course of providing the Services under this Agreement; (ii) the termsof this Agreement and negotiation thereof; (iii) performance of the Services and (iv) execution of the STS Operation(s)(collectively the “Confidential Information”). The foregoing shall not apply to such information which is generally known tothe public other than by way of breach of this Agreement and shall not apply to the extent that the Party is required by lawor other regulatory provisions to disclose any such information or to the extent as required by either Party to fulfil or provefulfilment of its obligations towards its end-clients. Neither Party shall make use of such information for any purpose otherthan in the course of providing the Services hereunder. A Party shall be entitled to any remedy available at law or in equity,including specific performance, against a breach by the other Party of this obligation. A Party shall not resist suchapplication for relief on the basis that the other Party has an adequate remedy at law, and that Party shall waive anyrequirement for the securing or posting of any bond in connection with such remedy.

11 Representations

11.1 Either Party may, upon receiving prior written consent of the other Party, represent in their respective brochures orpromotional material, or to any of their existing or prospective clients that they are working jointly in consortium,cooperation, association or in any such similar manner with each other to provide a comprehensive range of services andconsultancies in the maritime sector. The Parties shall under no circumstances bind each other or contract for one anotherwhen dealing with their respective clients.

12 Insurance, exclusions and limitation of liability

12.1 The PROVIDER shall at all material times during the term of the Agreement, provide and maintain at its own expense,relevant insurance to cover the PROVIDER’s liabilities and risks hereunder, including, if relevant, Employer’s Liability cover,public liability cover and equipment and general liability insurance cover with limits of liability not less than USD 5,000,000for any one occurrence or series of occurrences arising from one originating event, including costs, fees and expenses.Insurance is to be placed with reputable insurers.

12.2 The CLIENT shall ensure that all Carriers participating in the STS Operation(s) have been entered with a reputable P&I Club,and additionally that such Carrier(s) have full H&M insurance including war risks coverage, for any and all Claims, arisingdirectly and/or indirectly, in connection with the STS Operation(s), including wreck and debris removal and any pollutionliability (or the threat thereof) at the maximum levels available from time to time. The CLIENT shall further ensure thatcharterers of all Carrier(s) nominated by the CLIENT for the STS Operation(s) are entered with a reputable P&I Club or haveother equivalent insurance cover (such as Charterers Liability Insurance), for any and all Claims arising directly and/orindirectly, in connection with the STS Operation(s), including wreck and debris removal and any pollution liability (or thethreat thereof) at the maximum levels available from time to time.

12.3 Knock for knock on people and property
A Party and its Group (“the first parties”) shall defend and indemnify and hold harmless the other Party and its Group against all Claims which the other Party and/or its Group may suffer, incur or be put to expense in respect of:

12.3.1 loss or damage to any property (whether owned, hired, leased or chartered) of the first parties; and

12.3.2 personal injury, disease or death to any employee or agent of the first parties that directly or indirectly arises out of or inconnection with performance of this Contract regardless of whether the other Party and/or its Group is claimed to be passively, concurrently or actively negligent or at faultor otherwise and regardless of whether or not liability may be imposed on them without fault.

12.4 Exclusion of Liability

Neither the PROVIDER nor any Affiliate of the PROVIDER shall under any circumstances be liable in respect of any and alldelays, loss, expenses or damage sustained by the CLIENT or the owner or charterer of a Carrier or other vessel involved inthe STS Operation(s) caused by STS Equipment failure including but not limited to where it is caused by or attributable to thenegligence of the PROVIDER or any Affiliate of the PROVIDER or of the Mooring Master or of any of its respective employeesor servants or agents, unless the same is proved to have resulted solely from Gross Negligence or wilful default of thePROVIDER or its employees or servants or agents or sub-contractors or representatives employed by the PROVIDER in whichcase the PROVIDER’s liability shall never exceed the total value of the remuneration for the STS Operation(s) in respect ofwhich the liability arose

The PROVIDER shall not in any circumstances be liable in respect of any and all delays, loss, expenses or damage caused byprevailing ambient temperature and weather conditions which may impact on the rig and derig of PROVIDER Equipment orCLIENT Equipment and its operation.

12.5 The PROVIDER will not in any circumstances be liable in respect of any and all delays, loss, expenses or damage ofwhatsoever nature caused by operational delays outside or beyond the control of the PROVIDER.

12.6 Mutual exclusion of liability for Consequential Loss
Notwithstanding anything to the contrary in this Agreement, a party and its Group (“the first parties”) shall not under anycircumstances be liable to the other party or its Group or the owner or charterer of any Carrier or other vessel involved in anSTS Operation(s) for the Consequential Loss of the other party and/or its Group howsoever or whatsoever suchConsequential Loss may be caused when arising from or connected with any performance or non-performance under thisAgreement, including but not limited to where it is caused or occasioned by or attributable or contributed to by a breach ofcontract (including under an indemnity), warranty, representation, statement, guarantee, promise statutory indemnity, tort(including without limit negligence, gross negligence and/or breach of statutory duty), strict liability, wilful misconduct orotherwise of the other party and/or its Group.

12.7 No Individuals to be sued.

i) Neither the Mooring Master nor any employee, officer, servant or agent of the PROVIDER or of any Affiliate shall be liableto the CLIENT for loss or damage of any nature whatsoever and howsoever the same may arise (including without limitationto the generality of the foregoing loss or damage arising from the negligence or wilful default of such person), and theCLIENT undertakes not to institute or maintain any proceedings against any such person in respect of the same.

ii) Neither any employee, officer or agent of the CLIENT or of any Affiliate shall be liable to the PROVIDER for loss or damageof any nature whatsoever and howsoever the same may arise (including without limitation to the generality of the foregoingloss or damage arising from the negligence or wilful default of such person), and the PROVIDER undertakes not to instituteor maintain any proceedings against any such person in respect of the same.

12.8 No exclusion or limitation of claims not permitted by law
Notwithstanding any other provision in this Agreement, nothing in this Agreement is intended or deemed to exclude or limit with party’s and /or its Group’s liability for:

(i) death or personal injury caused by the negligence of a party and/or by the negligence of any of their respectiveemployees or agents; or for

(ii) fraud or fraudulent misrepresentation; or for

(iii) any other Claims which the law does not permit a party to exclude or limit.

12.9 Any liability that may be attributed to the PROVIDER or any member of the PROVIDER Group, in any circumstanceswhatsoever, whether in contract, tort, statute or otherwise, and howsoever caused (including, but not limited to,negligence), for Company’s direct loss or damage arising from or in connection with this Agreement shall in no case exceed(USD) $50,000.00.

13 Intentionally left blank.

14 Social Media and Advertising

14.1 The PROVIDER and the CLIENT have the right to engage in social media and advertising activities to express thoughts or ideasor marketing relating to the nature of the Services provided by the PROVIDER under this Agreement. The Parties may not (a)disclose the Confidential Information on social media sites; (b) make defamatory or harassing statements about the party; or(c) defame the other Party or its activities. For the purposes of this Agreement, the term "social media" refers to on-lineblogs, forums, chat rooms and social networking sites such as Yelp, Facebook, Twitter, LinkedIn, Pinterest and YouTube, aswell as all other similar sites, communications or activities. “Advertisement" means any kind of promotional

or advertising material (including, but not limited to, advertorial content, classified and/or recruitment advertising) that is, asthe case may be:

(i) to be printed in a print publication and/or
(ii) to be published or otherwise displayed by electronicmeans via or as part of or in connection with any online publication or webpage;

14.2 The PROVIDER and the CLIENT have the right to use or reproduce any publication such as text, digital picture or videocreated by the PROVIDER or the CLIENT during the activities undertaken within the scope of this Agreement for thepurposes of social media and advertising activities. This is subject to prior mutual written agreement between both Parties.

15 Compensation and Payments
Unless otherwise stated, all currency references herein are to United States Dollars.

15.1 As compensation to the PROVIDER for performance of the Services hereunder, the CLIENT shall pay the PROVIDER the feesset out in ATTACHMENT A.

15.2 All fees due under this Agreement shall be invoiced monthly, in arrears for the Services and in advance for the procurementof STS Equipment, and the CLIENT shall pay such invoice within twenty five (25) days of receipt to the bank accountnominated by the PROVIDER.

15.3 Interest shall be payable on overdue payments at the rate of 2 percentage points over Barclays Bank plc pro anno base ratefrom time to time, such interest to accrue from day to day from the due date for payment thereof until receipt by thePROVIDER of the full amount whether or not after judgement (but for the avoidance of doubt, no compound interest shallbe payable hereunder).

15.4 Payment terms for any third-party services or equipment purchased will be defined in ATTACHMENT A.

16 Law and arbitration

16.1 The applicable law of the Contract is English law exclusively. English law shall also be the exclusive law applicable to any non-contractual claim whatsoever related to or arising out of or in any way connected with the Contract or the Transfer.

16.2 Any dispute whatsoever whether contractual or non-contractual related to or arising out of or in any way connected with theContract or the Transfer shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutorymodification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. London arbitrationshall be the exclusive dispute resolution forum for any dispute to the exclusion of the courts or tribunals of any other jurisdiction.

16.3 The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at thetime when the arbitration proceedings are commenced.

16.4 The reference shall be to three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and sendnotice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within 14 calendardays of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitratorand gives notice that it has done so within the 14 days specified. If the other Party does not appoint its own arbitrator and givenotice that it has done so within the 14 days specified, the Party referring a dispute to arbitration may, without the requirement ofany further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. Theaward of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement.

16.5 Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a solearbitrator.

16.6 In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the Parties may agree)the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitrationproceedings are commenced.

16.7 In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claimnor any counterclaim exceeds the sum of US$400,000.00 (or such other sum as the Parties may agree) the arbitration shall beconducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceeding arecommenced.

16.8 Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure forfull arbitration stated above.

17 Modification and Inurement

17.1 This Agreement shall not be amended, altered or modified except by an instrument in writing executed by the Parties heretoand shall be binding upon and inure to the benefit of the Parties hereto and be binding upon and inure to the benefit of theirrespective successors and assigns.

‍18 Notice

18.1 All notices, requests, demands and other communications given or made in accordance with the provisions of thisAgreement shall be in writing and shall be given either by hand, courier, e-mail or pre-paid registered post to the addressesbelow and shall be deemed to have been given when actually received:

If to Client:
Email: CLIENT EMAIL as per Attachment A

If to STSMS:
Email: stuart.goddard@STSMS.com with adam.dixon@STSMS.com in cc.

19 Waiver

19.1 The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.20 Counterparts
20.1 This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

21 Corruption and Fraud

21.1 In the performance of their obligations under or in connection with this Agreement the Parties, their respective agents and employees shallcomply with all applicable laws, rules and regulations including but not limited to the UK Bribery Act 2010, the US Foreign Corrupt Practices Actand where appropriate the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

21.2 The CLIENT and the PROVIDER:

a) warrants and represents to the other that they have not carried out; and

b) undertakes that they will not carry out;

directly or indirectly through any other person or entity any unlawful act including without limitation the offer or payment of a bribe to a publicofficial or any other person in connection with any matter connected with this Agreement or the Services.

21.3 Further each Party shall notify the other immediately in writing with full particulars in the event that the Party receives a request from any publicofficial or any other person of influence requesting illicit payments.

21.4 If either Party is in breach of any term of this clause, then the other Party shall be entitled to terminate this Agreement at any time on writtennotice with immediate effect. Upon such termination, all rights of the defaulting Party to any payment due hereunder (whether or not suchrights have already accrued) shall be extinguished without prejudice to the non-defaulting Party’s right (if any) to claim compensation from thedefaulting Party.

22 Sanctions compliance

22.1 Neither Party shall be obliged to perform any obligation under this Agreement where such obligation would be an actual or potential violation ofan international trade sanction, embargo, export control, financial sanction, or anti-terrorism and other similar laws (collectively “a TradeRestriction”). Moreover, each Party warrants to the other that it is not itself listed and is not owned or controlled by any person or entity, listedon any sanctioned or designated persons list issued by the United Kingdom, United Nations, USA, and/or European Union and is not knowingly inbreach of any Trade Restriction. The CLIENT accepts that, for the purpose of the sanctions regulation of the USA, the PROVIDER is regarded as aUS person.

23 Commencement / Termination

23.1 Either Party may terminate this Agreement with immediate effect by giving written notice at any time to the other Party if the other Party:

a) commits a material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy the breach withinfourteen (14) days of being required to do so in writing; or

b) becomes subject to bankruptcy proceedings, or has a liquidator, receiver, manager or administrative receiver appointed.

23.2 Either Party may terminate this Agreement at any time and for any reason by giving to the other Party thirty (30) days’ notice in writing.

23.3 On issue of termination by either Party any outstanding costs incurred by the PROVIDER including up to the termination date, will be invoicedback in full to the CLIENT.

23.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of thisAgreement shall remain in full force and effect including but not limited to clauses 10, 12, 15 and 16.

23.5 Termination under Clause 23 shall not affect any rights or obligations which may have accrued under this Agreement prior to termination,including any in respect of antecedent breaches, provided that neither Party shall have a claim for damages or other compensation in respect ofsuch termination or in relation to the period for which this Agreement would have continued but for such termination, or any other relief orremedy which may be available but for the provisions of this Clause 23. The obligations of each Party, which are expressed, to survivetermination or to take effect on termination shall continue in full force and effect notwithstanding termination of this Agreement. Further, anyprovisions of this Agreement necessary for the exercise of such accrued rights or obligations shall survive termination of this Agreement.

24 PROVIDER Audit
24.1 The PROVIDER shall have the right to carry out screening on vessels used in any STS Operation(s) or on the transportation of the STS Equipment and on the Storage Area to ensure suitability.

‍25 Documents
25.1 Document ownership

All Documents produced by the PROVIDER, shall remain the property of the PROVIDER and cannot be reproduced or shared without writtenpermission of the PROVIDER.

25.2 Reporting
Reporting shall be agreed prior to commencement of any work.
The PROVIDER shall report to the CLIENT upon completion of any activity or work in an agreed format.

26 Force majeure and capability restrictions

26.1 Neither Party shall be liable to the other for non-performance of its obligations under this Agreement (other than an obligation to pay money), orfailures or delays in performing their respective obligations hereunder to the extent that such performance has been delayed, hindered,interfered with, curtailed or prevented by an event or circumstance beyond its control (“Force Majeure”). Such events or circumstances shallinclude, but are not limited to acts of God, fire, flood, explosion, war, terrorism, strikes or other labour disputes, riots or other civil disturbances,or embargoes, epidemic or pandemic (including the unforeseeable effects of COVID-19), or compliance with any law, regulations, order orrequest action or requests of a relevant government authority or person purporting to be or act for any such authority (“Force Majeure Events”)

IN WITNESS whereof the parties hereto have caused this Agreement to be executed.

CLIENT

Accepted upon acceptance of Attachment A

STS Marine Solutions (Bermuda) Ltd.‍

Accepted upon CLIENT acceptance of Attachment A

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Attachment B – Responsibilities for STS Operations ServicesThe Master,

MV:

Location:

Date:

Dear Sir

Responsibilities

Responsibility for the safe and proper conduct of all operations on board your ship rests at all times with you as Master. The STS checklist is takenfrom the checklists in the OCIMF STS Transfer Guide and supplemented by reference to ISGOTT. The “Ship to Ship” Safety Checklist must becompleted before transfer operations commence and revalidated at regular intervals until completion of the operation.

If you or your personnel observe that there is a breach of the safety checklists, please bring the matter to the attention of the Mooring Masterand if necessary, suspend transfer until adequate safety margins are reinstated.

If at any time you feel there is a threat to the safety or security of your ship, from whatever source, you are fully entitled to demand animmediate cessation of operations.

If the Mooring Master observes any infringement of the checklist requirements, he will immediately bring this to the attention of either you oryour deputy. If corrective action is not taken within a reasonable time the transfer will be stopped until the situation has been remedied.

IN THE EVENT OF PERSISTENT FAILURE TO COMPLY WITH ANY REQUIREMENT WE RESERVE THE RIGHT TO STOP ALL OPERATIONS AND TOUNMOOR THE VESSELS.

Please acknowledge this letter to signify your understanding of its contents

Signed .........................................................For STS Marine Solutions (Bermuda) Ltd

Acknowledged
Signed .........................................................

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