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GLOBAL AGREEMENT FOR PURCHASE OF SERVICES
N° [CW Number]-[Supplier]-[Global]-Purchase of Services-mmm_dd_yy
between
SCHLUMBERGER [...]
and
[...]
for
Workers Management and Direct Hire Services
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FORM OF AGREEMENT
This Global Agreement for Purchase of Services is entered into as of this […] day of […], 202[…], (“Effective
Date”) by and between:
(i)
SCHLUMBERGER [ENTITY], a company incorporated under the laws of [… ], having its registered
address at […], [OR] having a place of business at [… ], (referred to herein as “Schlumberger”);
and
(ii)
[…], a company incorporated under the laws of […], having its registered address at […] (referred
to herein as “Supplier”).
Schlumberger and Supplier are herein sometimes referred to individually as a “Party” and collectively as
the “Parties”.
WHEREAS Supplier is specialized in providing certain services (and represents that it has the required
expertise, facilities, experience, and resources in respect thereof), and Schlumberger may from time to
time purchase the same.
NOW THEREFORE, in consideration of the mutual covenants herein recited and other good and valuable
consideration (the receipt and sufficiency of which is mutually acknowledged), Schlumberger and Supplier
do hereby agree as follows:
1.
This Global Agreement for Purchase of Services consists of this document (also referred to as
“Form of Agreement”), and the following attachments;















Exhibit A (General Terms and Conditions for Purchase of Services);
Exhibit B (Special Terms and Conditions for Purchase of Services);
Exhibit C (Description of Services);
Exhibit D (Pricing);
Exhibit E (Key Performance Indicators);
Exhibit F (Schlumberger’s Quality, Health, Safety and Environment Policy);
Exhibit G (Working Conditions Guidelines);
Exhibit H (Cybersecurity);
Exhibit I (Form of Local Agreement);
Exhibit J (Exit Plan);
Exhibit K (Administration Procedures)
Exhibit L (Driving Policy);
Exhibit M (Immigration Compliance Policy);
Exhibit N (Substance Abuse Policy); and
Exhibit O (Travel Policy & Supplier Travel Guidelines or other Miscellaneous Costs)
All made an integral part hereof, (collectively, the “Agreement”). The order of precedence
between all these documents is set forth in Exhibit A.
2.
This Agreement will apply to [… ] only, as an umbrella agreement between the Parties and their
Affiliates. Pursuant to this Agreement, Schlumberger or its Affiliates (as defined herein) may from
time to time order certain services provided by the Supplier or its Affiliates, and Supplier or its
Affiliates may provide said services to Schlumberger or its Affiliates, subject to the terms and
conditions hereof.
3.
Supplier shall procure that, to the extent its Affiliate(s) provides services pursuant to an Order
issued by Schlumberger or any of Schlumberger’s Affiliates, Supplier’s Affiliate(s) shall fulfill the
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obligations set out in such Order and Supplier’s Affiliate(s) shall comply with this Agreement as if
they were the Supplier. For the avoidance of doubt, Supplier shall:
(i)
be liable to Schlumberger in respect of the acts or omissions of Supplier’s Affiliate(s) in
relation to the fulfilment of any of the Supplier’s obligations set out in this Agreement
and/or any Order as if they were the acts or omissions of the Supplier; and
(ii)
Indemnify Schlumberger for the acts or omissions of Supplier’s Affiliate(s) in relation to
the fulfilment of any of the Supplier’s obligations set out in this Agreement, including
the negligent acts or omissions of its Affiliate(s), on terms identical to those set out in
the Agreement.
As such, unless otherwise specified, references to Schlumberger or Supplier in this Agreement
shall be deemed to include their respective Affiliates (as defined herein).
4.
This Agreement shall come into force on the Effective Date and shall remain in full force and effect
for a period of […] ([…]) years thereafter, unless earlier terminated pursuant to the provisions
hereof, or extended.
IN WITNESS WHEREOF, the Parties have signed this Agreement in duplicate originals by their duly
authorized representatives.
For SCHLUMBERGER [ENTITY]
For SUPPLIER [ENTITY]
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
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EXHIBIT A – GENERAL TERMS AND CONDITIONS FOR PURCHASE OF SERVICES
ARTICLE 1 – PROVISION OF SERVICES TO SCHLUMBERGER AND ITS AFFILIATES
1.1
This Agreement sets the terms and conditions under which Schlumberger may, from time to time,
purchase from Supplier the services described in Exhibit C and in accordance with Article 2 (herein
individually or collectively, the “Services”), and Supplier may provide the same to Schlumberger.
1.2
For the purposes of this Agreement, “Affiliate” of a Party means an entity that directly or
indirectly through one or more intermediaries, controls or is controlled by that Party, or an entity
that is controlled by the same entity that controls the Party. Control means having the right to
decide, directly or indirectly, the manner of exercising more than fifty percent (50%) of the votes
in a general meeting of an entity or more than fifty percent (50%) of the votes in a meeting of the
executive body of an entity.
1.3
SCHLUMBERGER [ENTITY]
(as defined in the Preamble hereof) shall under no circumstances incur any
liability (including payment obligation) with respect to Services provided to its Affiliates pursuant
to the Agreement (notwithstanding anything herein to the contrary), and any warranty, assurance
or guarantee by SCHLUMBERGER [ENTITY] of performance by its Affiliate is expressly excluded. When
any Schlumberger Affiliate engages Supplier or an Affiliate of Supplier for the provision of the
Services pursuant to the terms hereof, Supplier or Supplier’s Affiliate shall only look to that
Schlumberger Affiliate for the performance of its obligations, including payment of invoices due.
ARTICLE 2 – ORDERS
2.1
To purchase Services, Schlumberger shall, each time it elects to do so, issue a purchase order
(“Order”). The Order shall set out the type, price and required date of performance of the
Services, and other relevant information. Supplier shall expressly/formally notify its acceptance
or refusal of the Order within five (5) working days from Order issuance (unless a different period
is stated on the Order).Orders not formally accepted in accordance with the preceding sentence
shall be deemed rejected by Supplier and Schlumberger reserves the right to cancel such rejected
Orders; Schlumberger shall have no obligation of payment with respect to such cancelled Orders.
Orders may be issued manually or through any procurement system used by Schlumberger to
purchase products and/or Services. The procurement systems used by Schlumberger to place and
manage Orders shall be equally referred to as “Electronic Purchasing Systems”. An “Electronic
Order” is an Order sent automatically (i.e. without human intervention) after Order approval by
any of the Schlumberger Electronic Purchasing Systems. An Order which is sent manually i.e. not
sent by any of Schlumberger Electronic Purchasing Systems) is. a “Traditional Order”, and usually
executed by the Parties in the form of Exhibit I attached hereto (also known as “Local
Agreement”).
2.2
Where the context requires, Electronic Orders and Traditional Orders (including Local
Agreements) may be equally referred to as Orders. Each Order shall be governed by the provisions
hereof.
2.3
Supplier’s acceptance of an Order or performance (in whole or in part) of the Services pursuant
to any Order, is deemed to reiterate Supplier’s acceptance of all terms and conditions contained
or referred to in this Agreement. The terms and conditions contained or referred to in this
Agreement shall apply, regardless of whether said terms and conditions are referenced in the
Order.
2.4
Schlumberger shall not be obligated to purchase and pay for any Services which have been
included in an Order (i) not approved by the duly authorized representative of Schlumberger (with
respect to Traditional Orders), or (ii) not submitted in accordance with the methods described in
any of the Electronic Purchasing Systems (with respect to Electronic Orders).
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ARTICLE 3 – ORDER OF PRECEDENCE
3.1
The various parts of the Agreement shall be read as one document, the contents of which, in the
event of conflict or inconsistency, shall be given precedence in the following order listed in
declining weight: (i) the Form of Agreement, (ii) Exhibit B, (iii) Exhibit A, and (iv) all other Exhibits
listed in the Form of Agreement in declining weight. In case of conflict or inconsistency between
any Order and the Agreement, the Agreement shall prevail. In case of conflict or inconsistency
between the provisions of the Agreement (or those referred to in the Agreement) and any
applicable laws or regulations, the provisions of the Agreement (or those referred to in the
Agreement) shall, to the extent legally possible, prevail (and to the extent legally impossible, be
amended accordingly), notwithstanding anything herein to the contrary.
3.2
This Agreement replaces the Schlumberger Terms and Conditions for Purchase Orders which are
referred to on any Orders. Furthermore, this Agreement applies in lieu of any terms or conditions
(i) provided by Supplier during the performance of the Agreement (or of an Order pursuant to the
Agreement), or (ii) contained or referred to in any form generally used by Supplier, or any
correspondence, other contracts performed by the Parties, or elsewhere, which may have been
applicable to the subject matter hereof, or (iii) implied by trade, custom, practice or course of
dealing. Any of said terms and conditions are void and unenforceable, and any purported
provisions to the contrary are hereby excluded or extinguished.
3.3
References to occurrences “under the Agreement” (or such term with a similar meaning) shall be
construed to include occurrences arising under any Orders pursuant to this Agreement,
notwithstanding anything herein to the contrary.
ARTICLE 4 – NON-EXCLUSIVE RELATIONSHIP BETWEEN THE PARTIES; NO COMMITMENT TO PURCHASE
4.1
The Parties expressly acknowledge and agree that their relationship under this Agreement shall
be non-exclusive, and that each of them may, subject to their obligations pertaining to
proprietary or confidential information or the like, enter into substantially similar agreements
with other parties with respect to (i) services similar (or substantially similar) to the Services
contemplated hereunder, or part thereof, or (ii) as applicable, the Services, or part thereof.
4.2
Schlumberger makes no commitment of any kind with respect to a business volume or the like,
notwithstanding anything herein to the contrary.
ARTICLE 5 – PRICES
5.1
Schlumberger shall pay Supplier the prices set out in Exhibit D. If a Service is not listed in Exhibit
D, the Parties shall agree upon the price for that Service in the Order prior to Schlumberger
making the purchase, provided the prices so determined shall be consistent with those set out in
Exhibit D and any amendments thereto.
5.2
The prices include any applicable test performance and/or issue and filing of any required
certificates. Schlumberger’s access to and use of certificates and test results shall survive the
expiry or termination of the Agreement.
5.3
If the pricing validity is not set out in Exhibit D, prices shall be valid for the duration of the
Agreement (“Pricing Term”). For Services not listed in Exhibit D, prices shall be valid from the date
of issue of a quotation until the expiry of the then current Pricing Term.
5.4
As applicable, a volume discount or a rebate may be payable by Supplier to Schlumberger in
accordance with the terms and conditions set forth in Exhibit D or the Order.
5.5
Supplier warrants that the applicable prices are no more than the prices charged to its other
clients for contemporaneous sales of similar Services, in the same or substantially similar
volumes, and under substantially similar terms and conditions. Supplier shall continuously
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decrease its cost of performance of the Services and apply the resulting price reduction to the
prices set out in this Agreement.
ARTICLE 6 – TAXES
6.1
Except as otherwise agreed by the Parties in writing, the prices (rates of compensation) provided
under this Agreement shall include all applicable taxes, duties, and levies including, without
limitation, those described in Articles 6.2, 6.3, 6.4, and 6.6, paid, payable, levied or assessed on
Supplier or any of its employees, agents, subcontractors and similar by the relevant government,
arising directly or indirectly from the performance of the Services by Supplier under this
Agreement.
6.2
Supplier shall assume full and exclusive liability for the payment of all taxes (and associated
penalties and interest) including, by way of illustration and not limitation, corporate tax, income
tax, branch profit tax, capital gains tax, or franchise tax payable, levied, imposed, or assessed
upon the revenue, profits, or assumed profits of Supplier arising directly or indirectly from the
performance of this Agreement.
6.3
Supplier shall assume full and exclusive liability for the payment of all taxes (and associated
penalties and interest), including, by way of illustration and not limitation, personal income tax,
employment compensation insurance, old age benefits, welfare funds, pensions and annuities,
national insurance contributions, social security benefits and disability insurance, and similar
charges payable, levied or imposed on any of its employees, subcontractors or agents and arising
directly or indirectly from the performance of this Agreement.
6.4
Supplier shall assume full and exclusive liability for the payment of all taxes (and associated
penalties and interest), including, by way of illustration and not limitation, sales and use tax,
value-added tax, customs and import duties and levies and similar charges payable, levied or
imposed on the procurement of goods or services by Supplier or any of its employees,
subcontractors or agents and arising directly or indirectly from the performance of this
Agreement.
6.5
The prices are exclusive of Value Added Tax and/or Sales Tax. Notwithstanding the provisions of
Article 6.4, if applicable, Value Added Tax and/or Sales Tax will be added to Supplier’s invoices
and such invoices will be presented in accordance with applicable regulations with respect to
Value Added Tax and/or Sales Tax.
6.6
Schlumberger may, without liability to Supplier, withhold any taxes or other government charges
or levies from any payments which would otherwise be made by Schlumberger to Supplier to the
extent that such withholding may be required by the existing or future legislation, orders, rules
or directions of any competent taxing authority. Schlumberger shall provide a receipt in respect
of any tax withheld. Where the requirements for any withholding are avoided by Supplier holding
an appropriate valid exemption certificate it is the duty of Supplier to: (i) inform Schlumberger on
a timely basis that such a certificate is held and to inform Schlumberger of any change to or
cancellation of the certificate and; (ii) provide copies of the certificate or any other proper
documentation evidencing the exemption or any further information that may be required to
avoid such withholding. Failure on the part of Schlumberger to withhold or deduct any taxes from
Supplier does not remove the liability for those taxes from being declared and paid by Supplier.
6.7
Supplier shall defend, Indemnify, from and against any and all liabilities to any competent
authority resulting from Supplier’s failure to (i) make timely payment of or pay any of the charges
specified in Articles 6.2, 6.3, 6.4 or 6.6 above, including interest, penalties and any other liability
arising from such failure, or (ii) comply with the reporting, filing or other procedural requirements
with respect to their payment.
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6.8
In the event that Schlumberger receives a direct request from any governmental authority
requesting information regarding Supplier, and upon written request by Schlumberger, Supplier
shall provide evidence to confirm Supplier’s compliance with governmental tax reporting and
payment obligations.
ARTICLE 7 – WARRANTIES
7.1
General warranties
Supplier represents and warrants that:
(a) it has the full corporate power and authority to enter into this Agreement and to carry out its
obligations under this Agreement;
(b) it is in the business of providing the Services, and has adequate resources, equipment and
fully trained personnel to enable it to provide same;
(c) it shall obtain and maintain all licenses and permits required under applicable laws and
regulations in connection with the performance of Services;
(d) none of the Services or Schlumberger’s use and/or enjoyment thereof in accordance with
this Agreement shall infringe any intellectual property right of any third party.
7.2
Services warranties and remedies
Supplier represents and warrants that:
(a) the Services shall be performed by skilled and experienced personnel (i.e. with the skills to
be expected of a reputable supplier experienced in the type of Services to be carried out
under this Agreement), with all due care and diligence, in a timely, workmanlike and safe
manner, in accordance with the highest industry standards and in compliance with all
applicable laws and regulations and all other requirements of this Agreement;
(b) defective Services shall, subject to the requirements of Schlumberger and the provisions of
Article 7.2(d) below, be re-performed or corrected by Supplier at Supplier’s expense and risk.
However, Schlumberger may decide that Supplier’s correction of the defects will be
prejudicial to Schlumberger’s interests. Should Schlumberger elect to undertake Supplier’s
responsibilities as described in this Article 7.2(b), directly or through a third party,
Schlumberger shall notify Supplier and shall be entitled to recover from Supplier the full
amount incurred by Schlumberger as a direct result of carrying out such responsibilities;
(c) neither the failure on the part of Schlumberger to inspect the Services or witness or test or
discover the defects, nor its failure to reject Services performed by Supplier not in accordance
with the Agreement, shall relieve Supplier from any liability or obligation under this
Agreement;
(d) the warranty period begins on the commencement date of the Services and ends twelve (12)
months following the last date of performance of the applicable Service. Any Services reperformed shall be warranted for an additional period equal to the same duration as the
Services initially performed;
(e) in case of any infringement action or threatened action arising out of a breach of the
warranty in Article 7.1(d), Supplier shall at its expense either (i) procure for Schlumberger the
right to continue to use the affected Services, or (ii) replace or modify such Services to make
Schlumberger’s use non-infringing, without in any case adversely affecting Schlumberger’s
use of such Services. Supplier shall also be liable for any damages assessed against
Schlumberger Group (as defined in Article 16) or its or their clients arising out of the use of
the same prior to the date upon which Supplier performed any of the foregoing remedial
actions, as set forth above.
7.3
The foregoing warranties and remedies shall apply to the benefit of Schlumberger, its Affiliates,
and its or their clients. The warranties and remedies set forth in this Article 7 do not apply in lieu
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of, but in addition to, all other warranties, remedies, terms, representations or guarantees
(whether express or implied), available at law, in contract, in equity or otherwise.
ARTICLE 8 – TERMINATION AND SUSPENSION
8.1
The Agreement may be terminated as follows:
(a) either Party may terminate the Agreement, in whole or in part, by serving a written notice to
the other Party if a Force Majeure event (as defined in Article 19) lasts for more than fortyfive (45) consecutive days.
(b) Schlumberger may terminate the Agreement, in whole or in part, effective immediately upon
written notice to Supplier, if Supplier becomes bankrupt or insolvent, or if Supplier’s business
is placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of Supplier
or otherwise, or if Supplier undergoes any proceeding analogous to the foregoing.
(c) Schlumberger may terminate the Agreement, in whole or in part, effective immediately upon
written notice to Supplier, if (i) Supplier is in breach of its obligations hereunder, fails to
initiate the remedy for said breach within a period of five (5) days after having received
written notice thereof and fully remedy said breach within a period of thirty (30) days, or (ii)
repeatedly breaches its obligations hereunder, or (iii) commits a breach which is incapable of
being remedied.
(d) Schlumberger may terminate the Agreement, in whole or in part, effective immediately upon
written notice to Supplier, if Supplier is guilty of a conduct or a course of conduct or is
convicted of a criminal offence which may bring either Party into disrepute.
(e) Schlumberger may terminate the Agreement, in whole or in part, effective immediately upon
written notice to Supplier, if Supplier fails to observe the requirements of (i) Article 22 –
Compliance with Laws, (ii) Article 26 – Business Conduct, or (iii) Exhibit F – Schlumberger’s
Quality, Health, Safety and Environment Policy and/or Schlumberger’s clients Quality, Health,
Safety and Environment policies or (iv) Exhibit G – Working Conditions Requirements, or (v)
Exhibit H– Cybersecurity.
(f) without prejudice to Article 8.2, Schlumberger may terminate the Agreement, in whole or in
part, at its convenience by serving a sixty (60) days prior written notice to Supplier.
8.2
If at the time of termination or expiry of the Agreement, an Order, or several Orders is or are
being performed, said Orders shall, at Schlumberger’s sole discretion, either:
(a) be completed (at the prices applicable on such date of termination or expiry) and the term
of the Agreement shall be deemed extended accordingly; or
(b) terminate concurrently, provided that (i) if the termination occurs pursuant to the provisions
of Articles 8.1(a) to (e), the provisions of Article 8.4 shall apply; and (ii) if the termination
occurs pursuant to the provisions of Article 8.1(f) and Supplier had incurred specific expenses
to be able to perform said Order (which Supplier is able to substantiate in writing) the
provisions of Article 8.6 shall apply.
8.3
An Order may be cancelled/terminated as follows:
(a) Schlumberger may cancel, in whole or in part, an Order pursuant to the Agreement at any
time prior to its acceptance by Supplier.
(b) either Party may cancel, in whole or in part, an Order pursuant to the Agreement if a Force
Majeure event lasts for more than fifteen (15) consecutive days.
(c) Schlumberger may terminate for cause, in whole or in part, an Order pursuant to the
Agreement, in the event of Supplier’s default or failure to (i) comply with the terms and
conditions of this Agreement (including without limitation the obligation to
expressly/formally accept or reject the Order submitted within the time period set forth in
Article 2.1), or (ii) comply with the specific requirements of an Order accepted by Supplier
(including without limitation failure to timely perform the Services whether said failure
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occurred or was announced by Supplier). Additionally, Schlumberger may terminate an Order
for cause, in whole or in part, if Supplier becomes bankrupt or insolvent, or if Supplier’s
business is placed in the hands of a receiver, assignee, or trustee, whether by voluntary act
of Supplier or otherwise, or undergoes any proceeding analogous to the foregoing.
(d) Schlumberger may cancel/terminate for convenience, in whole or in part, an Order pursuant
to the Agreement at any time after acceptance by Supplier and the provisions of Article 8.6
shall apply.
(e) the cancellation/termination notice shall specify the extent to which the performance Order
is cancelled/terminated, and the time at which such cancellation/termination becomes
effective. After receipt of said notice, Supplier shall stop the performance of the work to the
extent specified in the notice of cancellation/termination.
8.4
If an Order is cancelled/terminated pursuant to Articles 8.3(b) or (c), or as a result of the
Agreement being terminated pursuant to Articles 8.1(a), (b), (c), (d) or (e), Schlumberger may
require Supplier to (i) deliver to Schlumberger, in the manner, time, and extent agreed between
the Parties, designs, fixtures, plans, drawings and information which are proprietary to
Schlumberger, (ii) grant to Schlumberger access to Supplier's designs, processes, drawings, and
technical data to permit completion by Schlumberger of the terminated part of the Order,
provided that Supplier shall not be required to disclose any information that Supplier considers
to be of proprietary and confidential nature.
8.5
If an Order is cancelled/terminated pursuant to Article 8.3(c), or as a result of the Agreement
being terminated pursuant to Articles 8.1(c), (d) or (e) then Schlumberger may perform or have a
third party perform the work reasonably necessary to repair, replace or complete the Services.
Supplier shall pay to Schlumberger the full amount expended by Schlumberger on such repair,
replacement or completion plus any other reasonable and direct loss or damage incurred by
Schlumberger as a result of Supplier's default.
8.6
If an Order is cancelled/terminated pursuant to Article 8.3(d) or as a result of the Agreement
being terminated pursuant to Article 8.1(f) the following shall apply:
(a) if the Order is cancelled/terminated prior to the commencement of performance of Services,
no payment shall be owed by Schlumberger to the Supplier;
(b) if the Order is terminated during the performance of the Services, Supplier shall be paid for
the Services satisfactorily performed up to the date of termination.
Supplier shall formally acknowledge receipt of Schlumberger cancellation/termination notice and
provide Schlumberger with a status of the work in progress for the cancelled/terminated Order
within four (4) days of receipt of notice of cancellation/termination. All cancellation/termination
charges shall be supported by proper documentation and shall be subject to audit by
Schlumberger and/or a third party on behalf of Schlumberger. Schlumberger shall pay the
undisputed cancellation/termination charges within seventy (70) days from receipt of Supplier’s
invoice. Supplier will, on a best-efforts basis, mitigate the costs associated with an Order
cancellation/termination under this Article 8.6. Supplier shall make reasonable efforts to cancel
all applicable purchase orders for Products components and reduce component inventory
through return for credit programs or allocate such components for alternate Schlumberger
Orders if applicable, or orders of other clients of Supplier.
8.7
Schlumberger may at any time give immediate notice to Supplier to suspend all or part of the
Services for the period and in a manner Schlumberger may consider necessary. Supplier must
comply with that notice. Schlumberger may at any time require the resumption of the suspended
Services. No payments shall be due from Schlumberger to Supplier during the period of
suspension. If the suspension results from Supplier’s default, any additional costs reasonably
incurred by Schlumberger as a direct result shall be reimbursed by Supplier.
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8.8
In the event of any suspension, the Parties shall meet no less than once a week to agree on a
mutually acceptable course of action during the suspension. Schlumberger may, by further
written notice, instruct Supplier to resume work on any particular Order to the extent specified.
8.9
The rights and remedies of Schlumberger under this Article 8 (and the remainder of the
Agreement) are not exclusive and apply in addition to any other rights and remedies available at
law, in contract, in equity or otherwise. If either Party exercises its rights under this Article 8,
under no circumstances shall it become liable for the consequential damages which may be
sustained by the other Party as a result thereof.
ARTICLE 9 – GENERAL PERFORMANCE OF THE AGREEMENT
9.1
The Parties shall, once a year (or upon such mutually agreed frequency), meet to review the
general performance of the Agreement and Orders, exchange and compare information, as
appropriate, and determine action plans to settle issues, if any. Supplier shall, on a quarterly basis,
provide Schlumberger with reports detailing the types and quantities of, and aggregate price for,
the Services purchased by Schlumberger during the just-completed quarter.
9.2
Key performance indicators (“KPIs”) have been developed and mutually agreed upon between
the Parties and are documented in Exhibit E hereof. The Parties shall continuously monitor and
periodically evaluate KPIs in order to ensure that Schlumberger’s requirements are fully complied
with. Supplier’s failure to achieve the agreed KPIs shall require prompt remedial action, and
improvement shall be monitored via Schlumberger’s Supplier Management Plan. As part of KPIs
implementation, Supplier shall participate in Schlumberger business meetings and reviews,
including but not limited Quarterly Business Reviews.
9.3
Supplier shall, in relation to the performance of the Services, take diligent steps to protect the
environment, which includes proper management and disposal of all waste generated in the
course of performing the Services (as applicable), in accordance with applicable laws and
regulations and best industry practices. Furthermore, Supplier shall monitor its compliance with
the foregoing.
9.4
Neither Party shall hire, solicit, or accept solicitation (either directly or indirectly) from, the
employees of the other Party directly involved in the Agreement (or any Order), during the term
hereof and for one (1) year thereafter, except as the Parties may agree on a case-by-case basis.
The foregoing does not affect the rights of either Party’s employees to apply for a position within
the other Party’s organization.
9.5
Supplier shall cooperate with Schlumberger and Schlumberger’s other suppliers and subsuppliers in the performance of Services and any work being carried out in conjunction with the
performance of Services.
If required by Schlumberger or any third party designated by Schlumberger, Supplier shall and
shall cause each of the members of Supplier Group (as defined in Article 16 of Exhibit A) providing
the Services required by this Agreement to disclose environmental and social impact information
and related actions undertaken by Supplier (including but not limited to climate change and
human rights) in a timely and accurate fashion to Schlumberger or its designated third party.
9.6
ARTICLE 10 – PAYMENT
10.1
The applicable prices are referred to in Article 5.1. Supplier shall promptly submit invoices for
Services and in any case no later than thirty (30) days after the end of the month, unless otherwise
agreed to in writing by Schlumberger. Invoices shall cover Services performed during the
preceding month (if any) and shall state the Order reference number. Supplier shall only submit
one (1) invoice per month, unless otherwise agreed to in writing by Schlumberger. Invoices must
be submitted in the manner required by Schlumberger and accompanied by certification and
documentation, including but not limited to, proof of delivery, any field tickets, description and
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quantities of materials or supplies furnished by Supplier, Order reference number, supporting
third party documentation and the like. Any invoice submitted without all required information
will be considered as an invalid invoice and will result in the invoice being returned without
payment.
Payment shall be made by Schlumberger within seventy (70) days from Schlumberger’s receipt of
a valid invoice (unless otherwise required by the applicable local laws), provided that
Schlumberger has received payment in respect of the Services from Customer and unless, (i) in
Schlumberger’s reasonable opinion, the Services, Equipment and/or materials are defective, or
fail to conform to the warranties or representations provided hereunder, or (ii) Schlumberger
disputes the correctness of the invoice submitted, in which case the Parties shall use their best
efforts to settle their dispute at the earliest.
10.2
Schlumberger may (i) withhold payment in respect of any part of the price where the amount in
question is the subject of any dispute or difference between the Parties, and/or (ii) set off any
amount owed by Schlumberger to Supplier against any amount owed by Supplier to Schlumberger
under this Agreement or any Order pursuant to this Agreement. .
10.3
Payments made by Schlumberger shall not (i) constitute an acceptance of the Services provided
pursuant to an Order, or (ii) be construed as a waiver of any rights Schlumberger may have
hereunder for defective or non-conforming Services, Equipment and/or materials, or for breach
by Supplier of its obligations hereunder, or (iii) prejudice the rights of Schlumberger to question
or dispute any portion of any invoice. Any payment withheld by Schlumberger shall be without
prejudice to any other rights or remedies of Schlumberger under contract or at law. Furthermore,
Schlumberger reserves the right to reject any invoice submitted more than six (6) months after
the completion of the Services contemplated under the corresponding Order.
10.4
As applicable, any early payment discount may be mutually agreed upon in the Exhibit D or in the
applicable Order.
ARTICLE 11 –PROVISION OF PERSONNEL AND EQUIPMENT; REMOVAL FROM PREMISES; NO ADVERSE INTERFERENCE
11.1
Supplier shall provide all personnel, equipment and materials required for the performance of
the Services, and such personnel, equipment and materials shall be compliant with Article 7. The
applicable prices include payment thereof, as may be expressly agreed by the Parties in the
applicable Order. Supplier shall pay all costs associated with personnel provided by Supplier,
including, but not limited to, wages, overtime, food and accommodation.
11.2
Supplier will ensure that all required checks for any member of its personnel have been carried
out, as follows: (i) the security checks that may be determined by Schlumberger for certain
sites/projects, (ii) industry certification and/or qualification checks, (iii) other standard industry
checks for compliance with applicable legal requirements (if any), and (iv) where the Services are
performed in the United States, I-9 employment eligibility verification.
11.3
Schlumberger may instruct Supplier to remove from Schlumberger’s premises any person
engaged in any part of the Services who in the reasonable opinion of Schlumberger is either:
(a) incompetent or negligent in the performance of his or her duties; or
(b) engaged in activities which are contrary or detrimental to the interests of Schlumberger; or
(c) is not conforming to Schlumberger’s workplace policies and standards.
11.4
During the term of this Agreement, Supplier shall not, and shall cause its personnel involved in
the performance of the Agreement not to, adversely interfere with the business affairs of
Schlumberger, or attempt to induce directly or indirectly any employee of Schlumberger to
terminate his or her employment with Schlumberger.
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ARTICLE 12 – CHANGES TO ORDERS
12.1
Schlumberger shall have the right at any time to make changes in an Order including the type of
Services and the time, method and place of performance. If said changes trigger increased or
decreased costs or a longer or shorter period of performance or impacts any of the other
conditions applicable to the Order as originally submitted, Supplier shall so notify Schlumberger
within four (4) working days from the Order change receipt (unless a different period is stated on
the Order change), in the form used for Order change submission with respect to Electronic
Orders. Should Supplier be unable to perform the requested changes, Supplier shall formally
reject the change Order request. Should Supplier be able to perform the requested change, the
Parties shall agree on the applicable changes in the original conditions, based upon the supporting
documentation submitted by Supplier, and Schlumberger shall elect whether to proceed or not
with the change.
12.2
Supplier shall not have the right at any time to make changes in any Order, unless Schlumberger
expressly agrees thereto, in the form used for Order change submission with respect to Electronic
Orders.
ARTICLE 13 – TIMELY PERFORMANCE
13.1
Supplier shall perform the Services in accordance with any dates specified in the Order or as
otherwise agreed by the Parties (“Delivery Dates”). Schlumberger’s production and marketing
schedules are established in reliance upon the Delivery Dates. Supplier acknowledges that time
is of the essence in relation to the timing of any Service performance under the Agreement.
13.2
If Services are not performed in accordance with the applicable Delivery Dates then without
limiting any other remedy, Supplier shall owe Schlumberger liquidated damages in an amount
equal to one percent (1%) of the amount of the Order for each day after the specified Delivery
Date that the Services remain unperformed. Schlumberger shall be entitled to deduct any
liquidated damages due from the applicable prices set forth in the Order. The maximum amount
payable by Supplier for any one failure shall not exceed fifteen percent (15%) of the amount of
the Order.
13.3
It is agreed that the payment of such liquidated damages shall be considered by the Parties as a
genuine pre-estimate of the loss that Schlumberger may incur due to delay. Notwithstanding the
provisions of Article 13.2, the Parties may agree on a different schedule and percentage of
liquidated damages in any applicable Order.
ARTICLE 14 – LIENS
Supplier shall not allow any liens to attach to any property of Schlumberger or to the property of
Schlumberger’s clients as a result of Services performed by Supplier, and Supplier shall furnish, upon
request, receipts and releases in relation to the Services showing that all related costs and expenses have
been paid. Supplier shall Indemnify Schlumberger and its clients from said liens and claims arising out of
or connected with the performance of the Services by Supplier.
ARTICLE 15 – INTELLECTUAL PROPERTY RIGHTS
15.1
Except as specifically stated in this Agreement, nothing in the Agreement shall be construed as
granting any rights under any patents, trademarks, copyrights, or other intellectual property of
the Parties, or to the Confidential Information of the Parties (as defined in Article 18).
15.2
Any Schlumberger Background Intellectual Property will remain the exclusive property of
Schlumberger whether or not such Background Intellectual Property is used in the performance
of an Order. Any Supplier Background Intellectual Property will remain the exclusive property of
Supplier whether or not such Background Intellectual Property is used in the performance of an
Order. “Background Intellectual Property” means intellectual property relevant to the Services
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and already owned by the Party on the Effective Date of this Agreement or intellectual property
created outside of this Agreement after its Effective Date. Notwithstanding the preceding,
Supplier hereby grants Schlumberger and its Affiliates a royalty-free world-wide, irrevocable, nonexclusive, non-sub licensable license to use Supplier’s Background Intellectual Property solely to
the extent necessary for utilizing the Services and/or Deliverables in Schlumberger and its
Affiliates’ normal business operations.
15.3
If Schlumberger provides any Schlumberger Background Intellectual Property to Supplier for the
performance of an Order:
(a) Supplier shall keep such Schlumberger Background Intellectual Property confidential, and
shall use it only for the performance of the Services for Schlumberger. Supplier shall protect
such Schlumberger Background Intellectual Property with at least the same degree of care
as it protects its own Background Intellectual Property but in no event less than a reasonable
degree of care for intellectual property. Supplier may provide its employees, contractors or
agents with Schlumberger Background Intellectual Property provided that (i) they need to
have the Schlumberger Background Intellectual Property to perform an Order and (ii) they
are bound by a confidentiality agreement at least as restrictive as the terms set out in Article
18;
(b) Schlumberger shall remain the sole and exclusive owner of all improvements, modifications,
derivative works and intellectual property rights Schlumberger Background Intellectual
Property; and
(c) upon termination or expiry of this Agreement, Supplier shall return all Schlumberger
Background Intellectual Property to Schlumberger and shall not retain any copies.
15.4
If special tools are used to perform an Order and charged to Schlumberger, title to such special
tools shall vest in Schlumberger. Supplier shall give Schlumberger (or any person or entity
identified by Schlumberger) all the assistance reasonably required to perfect the rights of
Schlumberger set forth in this Article 15.4.
15.5
The Parties may, as a result of the performance of an Order, develop new information, solutions,
concepts and inventions, including but not limited to drawings, tooling, molds, designs,
specifications, manuals, computer programs, databases and the like (herein “Project IP”). All
ownership, rights, title and/or interest in any such Project IP shall be owned (i) by the Party whose
employees first conceived such inventions for solely owned Project IP or (ii) jointly by the Parties
for Project IP jointly created by the Parties. For solely owned Project IP, patent applications may
be filed at the discretion of the owning Party. For jointly owned Project IP, patent applications
may be filed by agreement of the Parties. For any Project IP owned in whole or in part by Supplier,
Supplier hereby grants Schlumberger a world-wide, royalty-free, non-exclusive, irrevocable
license to such Project IP.
15.6
Supplier acknowledges that any information, materials, reports, recommendations, analyses,
models, files and other work product in any form that Supplier creates or develops as part of the
Services (herein “Deliverables”) (i) are works for hire, (ii) are the sole and exclusive property of
Schlumberger and (iii) shall be treated by Supplier as Schlumberger’s Confidential Information.
For any Deliverable that is found not be a work for hire, Supply hereby assigns all such
Deliverables to Schlumberger. Supplier shall execute and cause its employees to execute any and
all documents and instruments of transfer and assignment that Schlumberger deems necessary
or appropriate to carry out the foregoing. Compensation for the rights to such Deliverables shall
be deemed included in the price and fees paid to Supplier.
15.7
The Deliverables may only be used by or on behalf of Schlumberger and members of the
Schlumberger Group (as defined in Article 16) and/or its and their other suppliers for their
respective business purposes. Schlumberger may disclose the Deliverables, including the fact of
Supplier’s involvement in providing the Deliverables, to any of the members of the Schlumberger
Group and/or its and their other suppliers; provided however, that Schlumberger shall cause such
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members of the Schlumberger Group and/or its and their other suppliers to comply in all respects
with the terms and conditions of this Agreement regarding the use and disclosure of such
Deliverables.
15.8
Nothing herein is intended to preclude Supplier from developing for itself or third parties,
materials which are competitive with the Deliverables; provided however that (i) Supplier shall
not use any Schlumberger Confidential Information or Background Intellectual Property in
conjunction with the development of such materials, (ii) such materials shall not incorporate or
reflect any Deliverables, and (iii) any Supplier personnel, including Supplier’s employees, agents
and subcontractors engaged in providing the Services and/or the Deliverables to Schlumberger
under any Order shall not perform services for and/or provide deliverables to a Schlumberger
Competitor which are substantially similar to the Services and/or Deliverables during the time
period such person is working on the relevant Order and for a period of twelve (12) months
following such person’s last day working on behalf of Schlumberger on such Order without the
written consent of Schlumberger (which consent shall not be unreasonably withheld). For the
purposes of this Agreement, a “Schlumberger Competitor” shall mean an entity that is engaged
in the exploration, drilling, production and management of energy resources, including but not
limited to hydrocarbon and water reservoirs, the development of management of facilities for
storing fluids in subsurface reservoirs, as well as equipment, methods and products related
thereto.
15.9
If any Order is cancelled or terminated as a result of the Agreement being terminated pursuant
to Articles 8.1(a), (b), (c), (d) or (e), Supplier hereby grants Schlumberger a non-exclusive, royaltyfree, irrevocable, world-wide license for any intellectual property rights to the extent necessary
to enable Schlumberger to complete the Services either directly or through a third party. Such
license shall extend until the original expiration of this Agreement, specified in Paragraph 4of the
Form of the Agreement.
15.10
If any Order is cancelled or terminated pursuant to Articles 8.3 (b), or (c), Supplier hereby grants,
Schlumberger a non-exclusive, royalty-free, irrevocable, world-wide license for any intellectual
property rights to the extent necessary to enable Schlumberger to complete the Services that are
the subject of the cancelled/terminated Order either directly or through a third party.
ARTICLE 16 – LIABILITIES AND INDEMNITIES
For the purposes of this Agreement:
(a) “Claims” mean any claims, demands, causes of action, judgments, proceedings, awards,
damages, losses, fines, penalties, costs, expenses and liabilities, including litigation costs
and reasonable attorney's fees;
(b) “Consequential Loss” means (i) any indirect or consequential loss or damage under
governing law, as set out in Article 24 hereunder, and (ii) to the extent that these are not
included in (i) above, any punitive, special, incidental damages or losses sustained by the
other Party or its respective Group, including, without limitation, loss of use, loss of product,
loss of revenue, loss of assets, loss of profit, loss of business, business interruption, loss of
bargain or expectation or opportunity, in each case whether direct or indirect and, whether
or not foreseeable at the Effective Date of this Agreement or the Order.
(c) “Gross Negligence” means such wanton and reckless conduct, carelessness, or omission as
constitutes in effect an utter disregard for harmful, foreseeable, and avoidable
consequences
“Indemnify” means release, protect, defend, indemnify and hold harmless from and against
any Claims of every kind and character;
(d) “Schlumberger Group” means Schlumberger, its parent, its Affiliates, its contractors
(excluding Supplier), its consultants, its agents and its and their respective employees,
officers, directors, representatives, agents and invitees;
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(e)
“Supplier Group” means Supplier, its parent, its Affiliates, its contractors and subcontractors
(of any tier), its consultants, its agents and its and their respective employees, officers,
directors, representatives, agents and invitees;
(f)
“Willful Misconduct” means an act or failure to act that was intended to cause or was in
reckless disregard of, or wanton indifference to, the harmful consequences, which
consequences the Indemnifying Party knew, or should have known, would result from such
act or failure to act.
16.1
SUPPLIER SHALL INDEMNIFY SCHLUMBERGER GROUP AGAINST ANY CLAIMS ARISING OUT OF DEATH, ILLNESS,
INJURY, OR PROPERTY LOSS OR DAMAGE, LOSS, DAMAGE OR COST, AS A RESULT OF OR IN CONNECTION WITH (I) THE
NEGLIGENT ACTS OR OMISSIONS OF SUPPLIER GROUP UNDER THE AGREEMENT OR ANY ORDER, OR (II) SUPPLIER
GROUP’S BREACH OF THEIR OBLIGATIONS UNDER THE AGREEMENT OR ANY ORDER.
16.2
SUPPLIER SHALL INDEMNIFY SCHLUMBERGER GROUP AGAINST ANY AND ALL CLAIMS ARISING OUT OF ANY ACTUAL
OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR
PROPRIETARY RIGHT, OR ANY LITIGATION BASED THEREON, WITH RESPECT TO SERVICES (OR PART THEREOF), OR USE
THEREOF, EXCEPT TO THE EXTENT THAT SUCH INFRINGEMENT RESULTS SOLELY FROM THE PERFORMANCE OF THE
SERVICES PURSUANT TO DETAILED PROPRIETARY DESIGNS OR SPECIFICATIONS FURNISHED BY SCHLUMBERGER
GROUP. THE FOREGOING INDEMNITY IS CONDITIONAL UPON (I) PROMPT WRITTEN NOTICE OF ANY CLAIM TO
SUPPLIER PROVIDED HOWEVER THAT SCHLUMBERGER GROUP'S FAILURE TO PROVIDE OR DELAY IN PROVIDING SUCH
NOTICE SHALL NOT RELIEVE SUPPLIER OF ITS OBLIGATIONS UNDER THIS ARTICLE 16.2, EXCEPT TO THE EXTENT SUCH
FAILURE OR DELAY PREJUDICES THE DEFENSE, (II) SUPPLIER'S CONTROL OF THE DEFENSE AND SETTLEMENT OF ANY
CLAIM, AND (III) REASONABLE COOPERATION AND ASSISTANCE BY SCHLUMBERGER IN THE DEFENSE AND
SETTLEMENT OF SUCH CLAIM AT THE EXPENSE OF SUPPLIER. SUPPLIER SHALL NOT BE RESPONSIBLE FOR ANY
COMPROMISE MADE BY SCHLUMBERGER WITHOUT SUPPLIER’S PRIOR WRITTEN CONSENT. IF ANY SERVICES (OR
PART THEREOF), OR USE THEREOF, BECOME, OR IN SUPPLIER’S OPINION ARE LIKELY TO BECOME THE SUBJECT OF AN
INFRINGEMENT CLAIM, SUPPLIER SHALL (IV) PROCURE FOR SCHLUMBERGER THE RIGHT TO CONTINUE THE USE
THEREOF, OR (V) REPLACE OR MODIFY THE SAME SO THAT IT BECOMES NON-INFRINGING (PROVIDED THAT THE SAME
LEVEL OF FUNCTIONALITY IS MAINTAINED). SUPPLIER SHALL ALSO BE LIABLE FOR ANY DAMAGES ASSESSED AGAINST
SCHLUMBERGER GROUP OR ITS OR THEIR CLIENTS ARISING OUT OF THE USE OF THE SAME PRIOR TO THE DATE UPON
WHICH SUPPLIER PERFORMED ANY OF THE FOREGOING REMEDIAL ACTIONS, AS SET FORTH ABOVE.
16.3
SUPPLIER
SHALL INDEMNIFY SCHLUMBERGER GROUP AGAINST ANY AND ALL CLAIMS WHICH ARE OR MAY BE
ASSERTED BY ANY REGULATORY OR GOVERNMENTAL AUTHORITY OR THIRD PARTY ARISING OUT OF OR IN ANY WAY
CONNECTED TO ACTIVITIES WHICH ARE UNLAWFUL OR IN BREACH OF THIS
AGREEMENT, OR WHICH
PURSUANT TO THIS AGREEMENT.
TO THIS
AGREEMENT OR ANY ORDER PURSUANT
AGREEMENT OR ANY ORDER
ARE NOT AUTHORIZED UNDER THE TERMS OF THIS
16.4
NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, SCHLUMBERGER SHALL INDEMNIFY
SUPPLIER GROUP FROM SCHLUMBERGER GROUP’S OWN CONSEQUENTIAL LOSS AND SUPPLIER SHALL INDEMNIFY
SCHLUMBERGER GROUP FROM SUPPLIER GROUP’S OWN CONSEQUENTIAL LOSS, RESULTING FROM, ARISING
DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT OR ANY ORDER PURSUANT TO THIS AGREEMENT, AND ALL WITHOUT REGARD TO THE SOLE, JOINT,
CONCURRENT, GROSS, ACTIVE OR PASSIVE NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF DUTY (STATUTORY OR
OTHERWISE) OF EITHER PARTY, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
THE CORRESPONDING LIABILITY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY INDEMNITY
PROVISIONS OF EXHIBIT I OF THE AGREEMENT.
16.5
FOR THE PURPOSES OF THIS ARTICLE 16, SCHLUMBERGER IS HEREBY AUTHORIZED TO ACT AS AGENT AND TRUSTEE
FOR THE LIMITED PURPOSE OF EXTENDING TO THE MEMBERS OF SCHLUMBERGER GROUP ANY RELIEF FROM LIABILITY,
INDEMNITY OR BENEFIT EXPRESSED HEREIN AS BEING GRANTED BY SUPPLIER IN FAVOR OF SCHLUMBERGER GROUP.
FOR THE PURPOSES OF THIS ARTICLE 16, SUPPLIER IS HEREBY AUTHORIZED TO ACT AS AGENT AND TRUSTEE FOR THE
LIMITED PURPOSE OF EXTENDING TO THE MEMBERS OF SUPPLIER GROUP ANY RELIEF FROM LIABILITY, INDEMNITY
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OR BENEFIT EXPRESSED HEREIN AS BEING GRANTED BY SCHLUMBERGER IN FAVOR OF SUPPLIER GROUP. IF A CLAIM
IS MADE AGAINST A PARTY, AND THAT PARTY CLAIMS A RIGHT TO BE INDEMNIFIED, IT SHALL PROMPTLY INFORM THE
INDEMNIFYING PARTY. NO SUCH CLAIM SHALL BE SETTLED WITHOUT THE APPROVAL OF THE INDEMNIFYING PARTY.
THE INDEMNIFYING PARTY SHALL BE ENTITLED TO ASSUME THE DEFENSE OF SUCH CLAIM.
ARTICLE 17 – INSURANCE
17.1
Supplier's indemnity obligations set forth in the Agreement shall be supported by appropriate
insurance policies, acceptable to Schlumberger, including at least the following policies:
(a) Comprehensive General Liability including but not limited to Contractual Liability Cover, with
limits in respect of bodily injury and/or property damage of not less than US Dollars two
million (US$2,000,000) per occurrence;
(b) Professional Liability with limits of not less than US Dollars two million (US$2,000,000) per
occurrence, if applicable;
(c) Worker’s Compensation and Employer’s Liability in compliance with local statutory
requirements;
(d) As applicable, Automobile Liability as may be required by statute or similar regulations in the
country of operations;
(e) Any other insurance reasonably required by the applicable laws and identified in any Order
pursuant to the Agreement.
17.2
Said policies shall be taken out by Supplier at its cost, with a reputable insurance company, and
shall be evidenced by insurance certificates to be provided upon Schlumberger’s request. Said
policies shall name Schlumberger as an additional insured to the extent of the liabilities assumed
by Supplier under the Agreement (except for Worker’s Compensation and Professional Liability),
and shall be endorsed to provide that (i) no insurance policy shall be cancelled or materially
changed without thirty (30) days prior written notice to Schlumberger, and (ii) Supplier's insurers
shall waive their rights of subrogation against Schlumberger to the extent of the liabilities
assumed by Supplier under the Agreement.
17.3
At any and all times during the term of this Agreement, Schlumberger and Supplier agree to
support their mutual indemnity obligations under this Agreement by obtaining and maintaining
liability insurance or self-insurance coverage with contractual indemnity endorsements, which
each Party shall, at its own expense, maintain for the benefit of the other Party and its Group as
Indemnified Parties, with an insurance company or companies authorized to do business in the
state where the Services are to be performed. However, the liabilities of Schlumberger and
Supplier shall not in any way be limited to the amounts of insurance required herein (except to
the extent expressly mandated by applicable law).
ARTICLE 18 – CONFIDENTIALITY
18.1
Supplier acknowledges that during the performance of the Agreement or an Order pursuant to
the Agreement, any information of Schlumberger or its Affiliates, disclosed to, or obtained by,
Supplier or its Affiliates as a result of the performance of the Agreement or an Order pursuant to
the Agreement, shall be deemed confidential and proprietary to Schlumberger (“Confidential
Information”). Without limitation to the foregoing, Supplier acknowledges that (i) specifications,
requirements, designs and the like for the performance of the Services (as applicable), (ii) the
content of any Order (whether accepted or not by Supplier), and (iii) the Agreement/the terms of
the Agreement shall be deemed confidential and proprietary to Schlumberger.
18.2
Supplier shall (i) treat as secret and confidential, and (ii) not, at any time during the Agreement
term and for seven (7) years thereafter, disclose, distribute, publish, copy, reproduce, sell, lend,
manipulate or otherwise make use of (except for the purpose of performing this Agreement or
an Order provided that the disclosure is made to the employees of Supplier on a need-to-know
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basis), or permit use to be made of, any Confidential Information, except with Schlumberger's
express written consent.
18.3
The foregoing shall not apply to any Confidential Information that (i) can be shown by
documentary evidence to have been previously known to Supplier at the time of disclosure, (ii) is
independently developed by Supplier without breach of this Agreement, (iii) is lawfully obtained
from a third party without restriction on use or disclosure, (iv) is or becomes part of the public
domain through no fault of Supplier, or (v) is disclosed pursuant to any judicial or governmental
requirement or order, provided that Supplier takes reasonable steps to give Schlumberger
sufficient prior notice in order to contest such requirement or order.
18.4
Supplier shall use the same degree of care to avoid unauthorized disclosure of the Confidential
Information as it employs with respect to its own confidential/proprietary information of similar
quality and nature, but employing no less than a reasonable standard of care.
18.5
Supplier expressly acknowledges that the disclosure made by Schlumberger does not grant
Supplier any right other than the limited right to use the Confidential Information for the
performance of the Agreement or an Order (and nothing contained herein shall be construed as
granting or conferring any rights to Schlumberger’s trademarks, inventions, copyrights, patents
or the like).
18.6
Upon Schlumberger’s request or expiry or termination of this Agreement for whatever reason,
Supplier shall return all Confidential Information to Schlumberger including Deliverables and shall
not be entitled to make or retain copies thereof. The foregoing does not apply to the
Agreement/the terms of the Agreement. If Supplier is unable practically or economically to
destroy all electronically held Confidential Information Supplier undertakes that such Confidential
Information not so destroyed will not be used subsequently by Supplier or any persons to whom
it has disclosed the same and will be held subject to the terms of this Agreement. The return or
destruction of Confidential Information shall not release Supplier from any of its obligations under
this Agreement. If Supplier fails to keep such Confidential Information confidential or uses such
Confidential Information in violation of the provisions of this Article 18, Supplier acknowledges
and agrees that Schlumberger will be irreparably harmed, will not have an adequate remedy at
law, and will be entitled to injunctive relief to prevent Supplier from using or disclosing such
Confidential Information.
18.7
It is Schlumberger’s policy not to publicly endorse other organizations through press releases or
marketing materials. Supplier acknowledges and agrees that Supplier does not have the right (i)
to advertise or publish the fact that Schlumberger has contracted with Supplier, (ii) make press
announcements or publicize this Agreement or any matters relating to any of the transactions
contemplated hereby, (iii) to use Schlumberger’s name or logo in any advertisement, publication,
articles, brochure or website, videos, social media, presentations or other marketing material, (iv)
to make any press releases, either directly or indirectly, that are endorsements or create
marketing collateral involving Schlumberger; or (v) to quote any Schlumberger employee in any
press release, except if Schlumberger has given his prior written authorization to such press
release.
ARTICLE 19 – FORCE MAJEURE
Neither Party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if
the cause of delay or non-performance is an event which is unforeseeable, beyond the control of the Party
affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation acts
of God, acts of civil or military authority, governmental orders, war, fire, explosion, labor unrest (except if
limited to the Party affected) or epidemic (“Force Majeure”). The Party affected shall be relieved from its
obligations (or part thereof) as long as the Force Majeure lasts and hinders the performance of said
obligations (or part thereof), it being understood that Force Majeure shall not excuse any obligation of
Schlumberger to pay for invoices due in accordance with the provisions hereof. The Party affected shall
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promptly notify the other Party and make reasonable efforts to mitigate the effects of Force Majeure with
reasonable dispatch.
ARTICLE 20 – INDEPENDENT CONTRACTOR
20.1
The Agreement, or any Order pursuant to the Agreement, shall not be construed as creating a
joint-venture, partnership or the like between the Parties. Neither Party shall act or be deemed
to act on behalf of the other Party, or have the right to bind the other Party. Each Party shall
remain an independent entity, and act as an independent contractor. Each Party shall at all times
during the performance of the Agreement or any Order pursuant to the Agreement be
responsible for the payment of wages and benefits to, and as applicable, tax withholding from,
its own employees. Without limiting the generality of the foregoing, the employees and
subcontractors engaged by Supplier for the performance of the Agreement, or an Order pursuant
to the Agreement, shall be the direct employees and subcontractors of Supplier and Supplier shall
remain solely responsible for all matters related to compliance with relevant employment laws.
20.2
In all cases where Supplier's employees (defined to include Supplier's direct, borrowed, special,
or statutory employees) are covered by the Louisiana Workers' Compensation Act, La R.S. 23:1021
et seq., Schlumberger and Supplier agree that all services and operations performed by Supplier
and its employees pursuant to this Agreement are an integral part of and are essential to the
ability of Schlumberger to generate Schlumberger's goods, products and services for purposes of
La R.S. 23:1061 (A)(1). Furthermore, Schlumberger and Supplier agree that Schlumberger is the
statutory employer of Supplier’s employees for purposes of La R.S. 23:1061 (A)(3). Irrespective of
Schlumberger’s status as the statutory employer or special employer (as defined in La R.S.
23:1031 (C)) of Supplier's employees, Supplier shall remain primarily responsible for the payment
of Louisiana workers compensation benefits to its employees, and shall not be entitled to seek
contribution for any such payments from Schlumberger.
ARTICLE 21 – AUDIT
For a minimum of five (5) years (or longer if required by any applicable law), Supplier shall retain all records
pertaining to information that are the subject matter of this Agreement. Schlumberger shall have the right,
at any time up to five (5) years after completion, termination or cancellation of any Order pursuant to this
Agreement, to audit Supplier's books, records, worksite and/or data in any form to verify compliance with
the terms hereof (including but not limited to Articles 22 and 26 Exhibits F and G) and/or the correctness
of any invoice submitted by Supplier. Said right shall be exercised solely for the purposes defined in this
Article 21. Supplier shall obtain equivalent rights of audit from all subcontractors and will cause such rights
to extend to Schlumberger. If the audit reveals any amounts due to Schlumberger, such amounts must be
paid by Supplier to Schlumberger within thirty (30) days of receipt of written notification.
ARTICLE 22 – COMPLIANCE WITH LAWS & TRADE CONTROL
22.1
Supplier warrants that no applicable laws, rules or regulations (including without limitation
anticorruption – such as the UK Bribery Act 2010 (UKBA) and the US Foreign Corrupt Practices Act
1977 (USFCPA)–, trade control, anti-money laundering, health, safety, security, confidentiality,
data privacy, environmental, labour and anti-slavery laws) shall be violated in the performance of
the Services contemplated hereunder, and that Supplier shall comply with, and adhere to, all
applicable laws and regulations which may apply to Supplier in connection with the Order.
22.2
Supplier shall ensure that all necessary export information (e.g. applicable Export Commodity
Classification Numbers, Harmonized Tariff Schedule Numbers per Product, and Country of Origin,
including certificates of manufacture in accordance with the origin rules imposed by
governmental authorities) is provided on all exports documentation as required by law. Supplier
shall confer with Schlumberger to ascertain and confirm this information.
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22.3
Supplier shall fully comply with the following when Schlumberger does not provide any
instruction or information that is contrary to the same:
a) Supplier shall comply with all applicable export and re-export control laws and regulations
that pertain to any items, commodities, technology or software shipped or transferred by
Supplier or its subcontractors in connection or in association with their performance under
this Agreement. Specifically, Supplier shall not -- directly or indirectly -- sell, provide, export,
re-export, transfer, divert, loan, lease, consign, or otherwise release or dispose of any
equipment, product, commodities, services, software, source code, or technology (including
the “Direct Product” of such technology or software, i.e. immediate product (including
processes and services) produced directly by the use of technology or software) (collectively
and for the purpose of this Article 22.3 the “Products”) received under this Agreement to or
via any individual, entity, or destination, or for any use prohibited by the laws or regulations
of any applicable jurisdiction without having obtained prior authorization from the competent
governmental authorities as required by all such laws and regulations.
b) Schlumberger is responsible for providing Supplier with any license, permit or authorization
required for items, commodities, technology or software shipped or transferred by Supplier
in connection or association with their performance under this Agreement as required by any
applicable export and/or re-export control laws and regulations. Supplier shall be responsible
to ensure that such licenses, permits, and authorizations are included in the export/import
documentation as necessary to comply with all applicable laws and regulations.
c) Supplier shall ensure that no item, commodity, technology or software will be shipped, either
directly or indirectly, to any country or person or for any end-use that is prohibited under
export regulations.
d) To the extent the laws or regulations applying to import or export of the commodities, which
are the subject matter of the Agreement are amended, repealed or superseded,
Schlumberger, at its sole option, shall establish new terms to this Article 22.3.
e) Supplier warrants and guarantees that neither Supplier, nor its founders, stockholders and
officials are Denied Parties. Supplier is obliged to immediately notify Schlumberger in writing
if the Supplier, its founder, participant and/or official becomes a Denied Party. Supplier shall
be responsible for screening of its subcontractors against Denied Parties lists and, in the case
of identification, to not engage such parties in any act intended to be performed under this
Agreement.
Denied Party - An entity or person that is on any official denied persons list, is blocked from
import or export transactions, or has been sanctioned by a government for illegal acts such as
involvement in terrorism, narcotics trafficking, money laundering, or weapons proliferation.
ARTICLE 23 – ASSIGNMENT AND SUBCONTRACTING
23.1
Neither Party shall, without the prior written consent of the other Party, have the right to assign
its rights and obligations under the Agreement or any Order pursuant to the Agreement, to any
third party, and any purported assignment without such consent shall be null and void. However,
Schlumberger shall have the right to assign, in whole or in part, its rights and obligations under
the Agreement to any of its Affiliates with notice to Supplier.
23.2
Supplier may not subcontract whole or part of its obligations under this Agreement or any Order
pursuant to the Agreement without Schlumberger’s prior written consent, and any purported
subcontracting without such consent shall be null and void. Schlumberger’s consent shall not
relieve Supplier from its obligations under the Agreement or any Order pursuant to the
Agreement, and Supplier shall be responsible for the performance, acts or omissions of its
subcontractors as if their performance, acts or omissions were its own performance, acts or
omissions.
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ARTICLE 24 – GOVERNING LAW AND DISPUTE RESOLUTION
24.1
This Agreement shall be governed by, and construed in accordance with the laws of (i) the State
of Texas (USA) for Orders entered into in the United States, (ii) the province of Alberta (Canada)
for Orders entered into in Canada, and (iii) England (UK) for Orders entered into outside the
United States, Canada, excluding any conflict of laws principle that would refer to the laws of
another jurisdiction.
24.2
The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or relating
to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”), in good
faith by negotiation and consultation between themselves. Any Dispute that has not been
resolved by negotiation within ninety (90) days after one Party provides notice of a Dispute to the
other Party, shall be submitted to mandatory, final and binding arbitration. Such arbitration shall
be conducted in either English or French, as agreed to by the Parties, at a mutually agreeable
location in accordance with the (i) commercial arbitration rules of the American Arbitration
Association for Orders entered into in the United States, (ii) National Arbitration Rules of the ADR
Institute of Canada, Inc. for Orders entered into in Canada, and (iii) rules of conciliation and
arbitration of the International Chamber of Commerce for Orders entered into outside of the
United States and Canada. The procedure for the arbitration shall follow the applicable arbitration
rules, as specified above. The arbitration award shall be in writing, state the reasons for the award
and be final and binding. Judgment thereon may be entered in any court of competent
jurisdiction. By agreeing to arbitration, the Parties do not intend to deprive any court of its
jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of
arbitration proceedings, as permitted by applicable law, and the enforcement of any award.
ARTICLE 25 – NOTICES
25.1
Notices shall be sent by registered post or fax, or delivered in person, to the following address:
If to Schlumberger:
[…]
[…]
Attention: [Insert job title]
25.2
If to Supplier:
[…]
[…]
Attention: […]
Said notices shall be deemed received (i) upon delivery if hand delivered, (ii) upon delivery if sent
by registered post, and (iii) upon recipient’s confirmation of receipt if faxed. Notwithstanding the
preceding, notices regarding the execution of an Order shall be as per the details agreed by the
Parties in such Order.
ARTICLE 26 – BUSINESS CONDUCT
26.1
For the purpose of this Article 26:
(a) “Government Official” means: (i) any director, officer or employee, consultant or contractor
of any Public Body; (ii) any person acting in an official capacity for or on its behalf; and (ii)
any officer or employee or candidate of any political party or faction. Government Official
also includes close family members including spouse or partner, grandparents, parents,
siblings, children, nieces, nephews, aunts, uncles and first cousins; and any other individuals
who share the same household with the Government Official.
(b) “Facilitation Payment” means the giving of anything of value to speed up an on-going
process and/or routine nondiscretionary government action that is for something to which
the payer is already legitimately entitled.
(c) “Public Body” means any central or local government, or any ministry, department, agency,
organ or instrumentality of state whether executive, legislative or judicial at all levels from
national, state, local or town level, or entity owned or controlled by, a government or a state,
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including but not limited to oil and/or services national companies. Public Body also includes
any public international organization (e.g. United Nations, World Bank).
26.2
Supplier declares it has reviewed and has knowledge of the contents of What is expected to
become a Schlumberger Supplier including, but not limited to, Schlumberger’s Code of Conduct
and Human Rights Position Statement. Supplier shall comply with the principles contained in the
aforementioned documents, which are available at www.slb.com and are incorporated herein by
reference. Supplier Group shall comply with all applicable laws, rules, and regulations, including
but not limited to those related to (i) anticorruption, anti‐money laundering (including, but not
limited to, the US Foreign Corrupt Practices Act 1977 -“USFCPA”-, and the UK Bribery Act 2010 “UKBA”-, and the principles of the Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions –“OECD”-; and (iii) modern slavery, forced labor and human
trafficking issues (including but not limited to those such as the UK Modern Slavery Act -“UKMSA
2015”-).
26.3
Except as otherwise disclosed in writing to Schlumberger, Supplier represents and warrants that
to the best of its knowledge, Supplier Group:
(a) has not and will not, directly or indirectly, make, offer, promise, solicit, give, pay, accept or
authorize anyone to make, offer, promise, solicit, give, pay or accept bribes, kickbacks,
expediting fees, Facilitation Payments or any financial or other advantage whatsoever in
breach of Schlumberger’s Code of Conduct, any applicable laws and regulations, and/or the
anticorruption laws mentioned in this Article;
(b) has not been convicted of any offense involving bribery, corruption, fraud, moneylaundering, dishonesty, slavery or human trafficking;
(c) has not been or is the subject of any judicial or quasi-judicial investigation, inquiry or
enforcement proceedings by any governmental, administrative or regulatory body regarding
any offence or alleged offence involving bribery, corruption, fraud, dishonesty or human
trafficking;
(d) has not been or is listed by any government agency or development bank as being debarred,
suspended, proposed for suspension or debarment, or otherwise ineligible for participation
in procurement programs or contracts run or offered by such agency or development bank;
(e) No Government Official owns or possesses, directly or indirectly, shares or any other
beneficial interest in Supplier and/or Supplier Group (other than through ownership of
publicly traded securities that is not sufficient to constitute a controlling interest),
(f) No Government Official is a director, agent, consultant or representative of Supplier and/or
Supplier Group, or have a direct or indirect interest in Supplier and/or Supplier Group or in
the Agreement; and
(g) It does not have an active political role in the countries where the Agreement will be
performed.
26.4
Supplier expressly undertakes, represents and warrants that in the performance of any of its
contractual obligations or transactions related to Schlumberger, Supplier:
(a) has and will continue to properly and accurately record in Supplier’s books and records any
payment or advantage made or given to anyone on behalf, or for the benefit of
Schlumberger. Any such records made in relevant details (including amount, purpose and
receipt), and maintained with supporting documentation for the duration of the applicable
status of limitation period;
(b) will not make, promise and/or offer any gift or hospitality on behalf or for the benefit of
Schlumberger;
(c) has designated a bank account owned solely by Supplier (and where no person or entity has
any ownership of or interest) for purposes of receiving payments from Schlumberger for
services performed under this Agreement;
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(d) acts and will continue to act in a manner that preserves and respects human dignity;
(e) will, throughout the term of this Agreement institute and maintain an adequate management
system with effective controls, policies and procedures:
i.
which are reasonably expected to ensure compliance with anticorruption laws and
business ethics obligations herein assumed, including the maintenance of complete and
accurate books and records and an effective management of third party’s risks; and
ii.
in compliance with Exhibit G - Working Conditions Requirements, which provide a
common baseline for the expected treatment of all workers in its operations and supply
chain.
(f) will, for purposes of verifying compliance with the terms hereof, maintain at its normal place
of business and for the period of time established in Article 21 - Audits, (i) detailed books,
records and accounts which accurately and fairly reflect all related transactions and
payments made by Supplier; and (ii) a complete set of records to trace the supply chain of all
goods and services provided to Schlumberger hereunder.
(g) will report to Schlumberger any act or omission, actual or potential, that does not comply
with the foregoing, or any actual or potential deviation to Schlumberger’s Code of Conduct
and/or any of the documents mentioned in 26.2 above by calling +(1) 888 884 8849 or,
alternatively, by using the website or e-mail channels:
 Ethics Line website – www.slbethics.ethicspoint.com; or
 Mail to: slcompliancedept@slb.com
(h) will include in its contracts with its third-party providers and cause them to further cascade
down thru their supply chains, in writing, obligations on anticorruption, labor rights, antislavery and human trafficking similar to those set out in herein.
(i) will cause, monitor and ensure that all members of the Supplier Group act in compliance with
the obligations set forth in this Article; and upon reasonable request, will promptly and in
reasonable detail respond to any notice from Schlumberger connected to such obligations
and provide full support to Schlumberger during any audits performed.
(j) notify Schlumberger in writing of any change to or of any circumstance in connection to the
foregoing.
26.5
Schlumberger reserves the right to exercise its rights per law and contract, in the event of failure
to perform or breach by Supplier of any covenant contained in this Article, rights which include
but are not limited to those contained in Articles 8 - Termination and Suspension and Article 16
- Liabilities and Indemnities. In the event of termination, such termination shall be at no cost,
liability or penalty to any other Schlumberger’s rights or remedies that it may accrued under or
in connection with this Agreement.
ARTICLE 27 – GENERAL LEGAL PROVISIONS
27.1
The Agreement and any terms and conditions referred to herein embody the entire agreement
between the Parties with respect to the subject matter hereof, and prevail over any previous oral
or written understandings, commitments or agreements pertaining to the subject matter hereof.
The Agreement shall not be modified in any manner, except by a written instrument duly signed
by each Party.
27.2
The provisions of the Agreement which by their nature are intended to survive the termination
or expiry of the Agreement (including without limitation warranty, indemnity/liability, intellectual
property and confidentiality provisions) shall remain in full force and effect after said termination
or expiry.
27.3
The headings contained in the Agreement are for convenience of reference only, and do not
constitute a part of the Agreement.
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27.4
The terms and conditions contained in this Agreement may not be discharged in whole or in part
by waiver, renunciation, or failure of enforcement, unless specifically agreed to in writing by the
Party to which said terms and conditions benefit.
27.5
The Agreement shall be considered for all purposes as prepared through the joint efforts of the
Parties and shall not be construed against one Party or the other as a result of the preparation,
submission, negotiation, or drafting hereof. If this Agreement is translated, this original English
version shall prevail.
27.6
By signing this Agreement, Supplier confirms it has reviewed, acknowledges and agrees that the
contents of any guidelines, standards, requirements, terms etc. set out in documents, webpages
and other sources accessed via the hyperlinks included in the Agreement form part of this
Agreement. Hyperlinks appear throughout this Agreement and can be accessed by clicking on the
link. If Supplier is unable to access a hyperlink, Supplier shall provide notification to Schlumberger
prior to execution of this Agreement.
27.7
This Agreement may be signed by the Parties in one or more counterparts by original signatures,
facsimile or authenticated electronic signatures, or a combination of these methods, each, when
executed and delivered, shall be deemed one document and will be a binding agreement between
the Parties.
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EXHIBIT B – SPECIAL TERMS AND CONDITIONS FOR PURCHASE OF SERVICES
This Exhibit B together with any Annexures sets out the Special Terms and Conditions applicable to the
Services. All capitalized terms used in this Exhibit B that are not expressly defined herein shall have the
meaning ascribed to such terms as set out in Exhibit A.
B.1.
DEFINITIONS
For the purpose of this Exhibit B, the following terms shall have the following meanings:
(a)
“Applicable Law” means any of the applicable Territory’s primary or secondary legislation, statute,
law, regulation, industry good practice, guidance or direction which the government, the
parliament, the courts, a judicial or quasi-judicial body, regulatory body or other competent
authority has created or proposes to create, enact, recommend, interpret, introduce or otherwise
endorse.
(b)
“Authorized Individuals” means any individuals authorized to Process Personal Data on behalf of
Supplier.
(c)
“Client” means Schlumberger’s customer which is party to a Main Contract.
(d)
“Engagement” means any such work as required by Schlumberger on a temporary basis from a
Worker.
(e)
“Financial Review” means the review of profitability as provided for in Article B.7.
(f)
“Health, Safety and Environment Regulations” means all applicable health, safety and environment
Regulations required by the Applicable Law or applicable licensing or certifying bodies or by
Schlumberger.
(g)
“Main Contract” means a contract between Schlumberger and its Client, under which Schlumberger
provides drilling and auxiliary services.
(h)
“Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial
in its consequences to the Party seeking to terminate this Agreement as a result of such breach.
(i)
“Personal Data” means any information relating to a person, and through which an individual can
be directly or indirectly identified. Examples of Personal Data may be: name, address, date of birth
or age, e-mail address, marital status, salary, tax and social security number, photographs, CV’s etc.
(j)
“Process” or “Processing” means any operation that is performed on Persona Data, whether or not
by automatic means, including but not limited to collection, recording, storage, organization,
structuring, alteration, use, access, disclosure (including the granting of remote access), copying,
transfer, transmission, combination, restriction, adaptation, retrieval, consultation, destruction,
deletion, disposal or other use of Personal Data.
(k)
“Special Personal Data” or “Sensitive Data” means any of the following types of Personal Data: (i)
social security number, taxpayer identification number, passport number, driver’s license number
or other government-issued identification number; or (ii) credit or debit card details or financial
account number, with or without any code or password that would permit access to the account,
credit history, or (iii) information on race, religion, ethnicity, sex life or practices or sexual
orientation, medical or health information, genetic or biometric information, biometric templates,
political or philosophical beliefs, political party or trade union membership, background check
information, judicial data such as criminal records or information on other judicial or administrative
proceedings.
(l)
“Territory” means the country or countries identified in the applicable Order.
(m) “Worker” means any individuals sourced either by Schlumberger or by Supplier to undertake any
such Engagement as required by Schlumberger.
B.2.
SERVICES
B.2.1
Supplier shall perform some or all of the Services set out in Exhibit C and as specified in any Order
issued by Schlumberger at the times and locations specified in that Order.
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B.2.2
Supplier must perform all Services in accordance with this Agreement and to the satisfaction of
Schlumberger.
B.2.3
Supplier shall provide all labor required for the execution, completion and maintenance of the
Services. Insofar as Supplier makes use of Schlumberger’s resources, it shall be Supplier’s
responsibility to satisfy itself as to the fitness, condition and suitability of such resources.
Schlumberger offers no warranty in respect of such resources.
B.3.
SUPPLIER’S OBLIGATIONS
B.3.1
Supplier warrants that it is a competent, financially sound firm, with good relevant knowledge
and expertise with respect to the Services, and it shall at all times devote sufficient and competent
resources to comply with its obligations under this Agreement. In particular, Supplier shall:
a) perform all Services in accordance with this Agreement and any Order to the satisfaction of
Schlumberger;
b) provide all labor and fully trained personnel required for the execution, completion and
maintenance of the Services;
c) carry out the Services with due diligence in a safe and workmanlike manner in accordance
with good industry practice using personnel who are competent and qualified to undertake
their required duties in a safe and efficient manner. Supplier shall take all necessary steps
and precautions in performing the Services in order to protect all personnel, property and
the environment;
d) act towards Schlumberger conscientiously and in good faith and not allowing its interests to
conflict with the duties that it owes to Schlumberger under this Agreement;
e) deal in an open and co-operative way with Schlumberger and any relevant competent
authority to enable Schlumberger and the relevant competent authority to discharge their
respective functions, duties and responsibilities; and
f) upon reasonable notice and written approval, permit Schlumberger, any relevant competent
authority, their respective internal and external auditors and any authorized person
(including without limitation representatives from Schlumberger’s Compliance Department)
representing any of them, to attend its offices and to have access during working hours to all
information relating to the performance of the Services and to carry out such checks as may
be reasonably required by Schlumberger, any relevant competent authority or their
respective representatives and advisers.
B.3.2
Supplier shall ensure that there is a written agreement in place between Supplier and the Workers
for the performance of the Engagement. Prior to entering into such agreement, Supplier shall
perform any background checks on Workers as requested for the performance of the
Engagements, to the extent permitted by the Applicable Law of the Territory. The agreement shall
specify the details of the work to be performed by the Worker under the Engagement, including
the identification of the Worker, the sequence of work, number of hours, and reports required
from the Worker. Supplier shall ensure that the following is documented in its written agreement
with the Worker:
a)
B.3.3
insofar as reasonably possible, each Worker shall complete a timesheet at the end of each
week during the term of the Engagement detailing the days and number of hours worked in
the preceding period and such timesheet is signed and dated by the relevant Schlumberger
representative;
b) continuity of Workers on Engagements is maintained insofar as reasonably possible; and
c) any intellectual property rights created by the Workers in the performance of the
Engagements are assigned to Schlumberger.
Supplier will maintain up-to-date personnel records on Workers and, if requested within
reasonable period, at the end of the week, provide to Schlumberger upon request the following
management information of that particular week:
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a)
B.3.4
B.3.5
B.3.6
B.3.7
B.3.8
B.3.9
the names and numbers of Workers undertaking Engagements, Engagement details and
hours worked;
b) he names of Workers who have completed Engagements or will not be continuing to provide
Engagements, and the date on which such Engagement will terminate;
c) changes in the number of Workers in a certain period in graphical and tabular form and
reasons for changes;
d) the period of continuous Engagement by each individual Worker;
e) any other information reasonably requested by Schlumberger.
Supplier shall ensure at all times that it has the right to provide these records to Schlumberger
under the relevant data protection legislation.
Supplier shall be responsible for the Workers’ compliance with all regulations (including
particularly employment or related legislation and tax or related legislation) applicable to the
Workers in the Territory, and/or as a result of the performance of their Engagements by the
Workers in the Territory. Supplier shall be responsible for any Claims from such Workers arising
from Supplier’s non-compliance with and/or Material Breach of its obligations set forth in this
Article B.3.4, except where such Claim results from the negligent act or omission and/or Material
Breach of Schlumberger.
Without in any way modifying the liabilities and indemnities provisions set out in Article 16 Exhibit
A and in addition to the requirements set forth in Article 17 Exhibit A, Supplier shall, at its expense
and at all times during the term of the Engagement, maintain insurance covering the Workers
while engaged with Schlumberger for the following risks:
a) general third-party liability;
b) travel insurance;
c) healthcare (including hospitalization, outpatient and repatriation benefits);
d) life insurance (where applicable); and
e) total permanent disability.
Supplier shall:
a) comply with Schlumberger’s Immigration Compliance Policy attached as Exhibit M hereof;
b) ensure that the Workers carry, at the time of joining Schlumberger’s premises, the
appropriate original certification documentation, clearing documentation and permits
necessary to join Schlumberger’s premises; and
c) cover all related communication costs such as postal charges, telephone, fax, telex, email and
courier charges.
Supplier shall ensure that the Workers receive the compensation they are entitled to as a result
of the Engagements, minus any relevant deductions required by the Applicable Law of the
Territory as described in Article B.3.4. Supplier shall be responsible for any Claims from such
Workers arising from Supplier’s non-compliance with and/or Material Breach of its obligations
set forth in this Article B.3.7, except where such Claim results from the negligent act or omission
and/or Material Breach of Schlumberger.
Schlumberger shall not at any time supervise, direct or control on a day to day basis any Worker
and the Workers shall under no circumstances be regarded as employees of Schlumberger. If
Schlumberger reasonably suspects any occurrence of any fraudulent activity, Supplier hereby
grants to Schlumberger permission to interview Supplier and any of its personnel relevant to any
such investigation.
Schlumberger shall have the right, to refuse access to, or order the removal from, any of its
property or systems of any Worker and/or person employed by or acting on behalf of Supplier
who, in the reasonable opinion of Schlumberger, is not a fit person to be accessing
Schlumberger’s property and/or systems or is unsuitable or failing to provide the Services to an
acceptable standard. Schlumberger shall be able to exercise such right only after giving written
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B.3.10
notice within adequate period so Supplier can comply with the Applicable Law regarding the
termination of that Worker where applicable.
Both Parties acknowledge that Workers may have the right to terminate their Engagement at any
time by giving prior notice to Supplier. Upon receipt of such notice, Supplier shall immediately
notify Schlumberger. Supplier shall not be held responsible for providing any replacement or
liable for any of the consequences determined herein this Agreement in relation to situations
where the Worker unilaterally terminates its Engagement.
B.4.
SCHLUMBERGER’S OBLIGATIONS
B.4.1
Schlumberger shall always act in good faith, fairly, and in a courteous manner in its dealings with
Supplier, and shall not allow its interests to conflict with the duties that it owes to Supplier under
this Agreement.
B.4.2
If Supplier’s performance of its obligations under this Agreement is prevented or delayed by any
negligent act or omission and/or by a Material Breach of Schlumberger Group, Supplier shall not
be liable for any Claims sustained or incurred by Schlumberger that arise directly from such
prevention or delay.
B.5.
BUSINESS CONTINUITY
B.5.1
Supplier shall ensure that it has adequate business continuity plans in place to ensure its
compliance with the terms of this Agreement and shall (i) ensure that such plans are regularly
reviewed; and (ii) provide Schlumberger with copies of such plans on request and in any event
shall supply Schlumberger forthwith with updates of any such plans.
B.5.2
Supplier shall ensure that back-up arrangements exist for all Confidential Information which, for
data loss, will enable any such data to be reconstructed from Supplier’s records accurately and
without delay. If any Confidential Information is lost, destroyed, or corrupted whilst it is in the
possession or under the control of Supplier, Supplier will at its own expense try to reconstruct
that data without delay.
B.5.3
Any suspension of the Services under this Article B.5 shall not be considered a Force Majeure
event.
B.6.
INDEPENDENT CONTRACTOR – RELATIONSHIP MANAGEMENT
B.6.1.
In the performance of the Services hereunder, Supplier shall be an independent contractor with
the authority to control and direct the performance of the details of the Services, subject to
Schlumberger's right to give instructions and right of inspection and supervision. The presence
of, and the inspection and supervision by, Schlumberger's representative shall not relieve
Supplier from its obligations and responsibilities and accordingly, any provision of this Agreement
which may appear to give Schlumberger any right of direction or control of the Services to be
performed by Supplier shall not relate to the method or details of performance by Supplier, but
shall relate only to the results of the Services, which must be satisfactory to Schlumberger.
B.6.2
This Agreement shall in no event create an employer/ employee relationship between
Schlumberger and/or its Affiliates and the workforce provided by Supplier under this Agreement
or any Order entered into pursuant to this Agreement. Such workforce shall be considered
contracted independent workforce, and in case the qualification “contracted independent
workforce” triggers, in certain jurisdictions, a determination of an employee/employer
relationship, the Parties expressly agree hereby that such determination shall not apply, and that
the workforce provided by Supplier shall remain contracted independent workforce.
B.6.3
Each Party shall designate a relationship manager to monitor and manage the performance of
this Agreement and notify the other in writing of the identity of that individual.
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B.7.
FINANCIAL REVIEW
B.7.1.
A Financial Review may be undertaken at Supplier’s request if:
a) changes to taxation or changes to liabilities in connection thereto result in increased liability
to Supplier;
b) changes of Applicable Laws are contemplated or introduced; or
c) any unpredictable circumstance affecting Supplier’s financial return for the Services provided
under this Agreement.
Conduct of a Financial Review shall be as follows:
a) Supplier acting in good faith shall present its reasons for any potential reconsideration of the
financial terms and arrangements agreed herein;
b) If Schlumberger objects to the changes proposed by Supplier and the Parties cannot reach a
consensus within thirty (30) days, Supplier shall have the right to terminate this Agreement
by giving a six (6) months’ written notice to Schlumberger.
B.7.2
B.8.
DATA PROTECTION
B.8.1.
Pursuant to the provision of Services under this Agreement, Supplier may receive Personal Data
from Schlumberger, and Supplier shall Process any Personal Data disclosed by Schlumberger
solely and exclusively for the purpose of performing its contractual obligations under this
Agreement and only in accordance with and upon Schlumberger’s documented instructions.
(a) Supplier will not disclose any Personal Data to any third parties except upon Schlumberger’s
instructions in writing. Supplier will notify Schlumberger in writing and obtain Schlumberger’s
consent before sharing any Personal Data with any government authorities or other third
parties;
(b) if Supplier is required to Process Personal Data in compliance with a law of the European
Union or a Member State to which the Supplier is subject, it will inform Schlumberger of such
legal requirement prior to such Processing, unless a law of the European Union or a Member
State to which Supplier is subject prohibits it from doing so;
(c) Supplier will ensure that all Personal Data created by Supplier on behalf of Schlumberger is
accurate and, where appropriate, kept up to date, and ensure that any Personal Data which
is inaccurate or incomplete is erased or rectified in accordance with Schlumberger’s
instructions.
Supplier agrees and warrants that it shall abide by the following requirements:
(a) it shall implement, maintain, monitor and where necessary regularly update a
comprehensive written information security program (“Information Security Program”) that
includes appropriate physical, technical and organizational safeguards (i) to protect against
unauthorized or unlawful access to, Processing, loss, and/or damage of Personal Data, (ii) to
ensure the confidentiality, security, integrity, and availability of Personal Data, and (iii) to
protect against any reasonable anticipated threats or hazards to the confidentiality, security,
integrity, and availability of Personal Data. The safeguards will meet or exceed prevailing
industry standards or an applicable third-party security assurance standard such as ISO
27001, SSAE 16 SOC 2, or ISAE 3402. Supplier will seek to assist Schlumberger in meeting its
data security obligations by having a robust security program in place. The Information
Security Program will contain procedures to respond to a Privacy Incident (as defined in
subparagraph (h) of this Article B.8.2). The security measures shall include, but not be limited
to the following safeguards where appropriate or necessary to ensure the protection of
Personal Data: (iv) controls of access to information systems and facilities, (v) security
awareness and training, (vi) security incident procedures, (vii) contingency planning, (viii)
device and media controls for the receipt and removal of hardware and electronic media
containing Personal Data, (ix) audit controls for hardware, software and/or procedural
mechanisms, (x) data integrity, (xi) storage and transmission security, (xii) secure disposal of
B.8.2
Commented [BLG5]: Please confirm if SLB will share personal
data
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(b)
(c)
(d)
(e)
(f)
Personal Data (xiii) assigned security responsibility, (xiv) testing of the key controls, systems
and procedures of the Information Security Program, and (xv) adjustment of the Information
Security Program as appropriate. These measures must be adapted to ongoing technical
developments and must be state of the art. Supplier shall enable Schlumberger to monitor
Supplier’s compliance with its obligations under this Article B.8.2(a), and shall to that effect
provide Schlumberger or any relevant government authority access to its buildings and
computer equipment and shall provide Schlumberger with any other assistance in
connection with the above. Supplier will maintain and enforce its Information Security
Program at each location from which Supplier provides Services. In addition, Supplier will
ensure that its Information Security Program covers all networks, systems, servers,
computers, notebooks, laptops, tablets, mobile phones and other devices and media that
process, host or store Personal Data provided by Schlumberger or provide access to such
Personal Data. Moreover, Supplier will ensure that its Information Security Program includes
industry standard password protections, firewalls and anti-virus and malware protections to
protect Personal Data provided by Schlumberger from anticipated threats or hazards and
protect against unauthorized access to or use of such Personal Data;
in connection with maintaining its Information Security Program, Supplier will: (i) conduct
periodic risk assessments to identify and assess reasonably foreseeable internal and external
risks to the security, confidentiality and integrity of Personal Data; and (ii) evaluate and
improve, where necessary, the effectiveness of its information security controls. Such
assessments will also consider Supplier’s compliance with its Information Security Program
and the laws applicable to Supplier. During the course of providing Services, Supplier may
not alter or modify its Information Security Program in such a way that will weaken or
compromise the confidentiality, availability or integrity of Personal Data provided by
Schlumberger;
it will notify Schlumberger of its designated primary security manager. The security manager
will be responsible for managing and coordinating the performance of Supplier's obligations
set forth in its Information Security Program and in this Agreement;
it shall ensure that its employees, agents and any Authorized Individuals maintain any
Personal Data provided under this Agreement in strictest confidence and shall not disclose
or communicate any Personal Data to any third parties; in particular, Supplier shall ensure
that Authorized Individuals are trained and made aware of the responsibilities under this
provision and comply with the Information Security Program prior to obtaining access to
Personal Data provided by Schlumberger;
if it receives any order, demand, warrant, or any other document requesting or purporting
to compel the production of Personal Data (including, for example, by oral questions,
interrogatories, requests for information or documents in legal proceedings, subpoenas, civil
investigative demands or other similar processes), Supplier will immediately notify
Schlumberger (except to the extent otherwise required by laws applicable to Supplier) and
will not disclose Personal Data to the third party without providing Schlumberger at least
forty-eight (48) hours, following such notice, so that Schlumberger may, at its own expense,
exercise such rights as it may have under applicable law to prevent or limit such disclosure.
Notwithstanding the foregoing, Supplier will exercise commercially reasonable efforts to
prevent and limit any such disclosure and to otherwise preserve the confidentiality of
Personal Data and will cooperate with Schlumberger with respect to any action taken with
respect to such request, complaint, order or other document, including to obtain an
appropriate protective order or other reliable assurance that confidential treatment will be
accorded to Personal Data;
it will promptly notify Schlumberger in writing, and in any case within two (2) days of receipt,
unless specifically prohibited by laws applicable to Supplier, if it receives: (i) any requests
from an individual with respect to Personal Data Processed, including but not limited to optout requests, requests for access and/or rectification, blocking, erasure, requests for data
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(g)
(h)
(i)
(j)
(k)
portability, and all similar requests, and will not respond to any such requests unless
expressly authorized to do so by Schlumberger, or (ii) any complaint relating to the
Processing of Personal Data, including allegations that the Processing infringes on a Data
Subject’s rights. Supplier will cooperate with Schlumberger with respect to any action taken
relating to such request or complaint and will seek to implement appropriate technical
measures to assist Schlumberger in addressing those requests;
upon notice to Supplier, Supplier will assist and support Schlumberger in the event of an
investigation by any regulator, including a data protection regulator, or similar authority, if
and to the extent that such investigation relates to Personal Data handled by Supplier on
behalf of Schlumberger in accordance with this Agreement. Such assistance will be at
Schlumberger’s sole expense, except where investigation was required due to Supplier’s acts
or omissions, in which case such assistance will be at Supplier’s sole expense;
it shall promptly (and in any event within twenty four (24) hours) notify Schlumberger in
writing in the event that (i) any Personal Data is disclosed by Supplier Group, in violation of
(aa) this Agreement, (bb) a data export agreement, (cc) other supplemental agreement
executed pursuant to this Agreement, or (dd) applicable laws or legislation pertaining to
privacy or data security, and (ii) any member of Supplier Group discovers, is notified of, or
suspects that a breach of the Information Security Program may have occurred or that
unauthorized access, acquisition, disclosure or use of Personal Data may have occurred
(whereby any incident under (i) and/or (ii) shall be a “Privacy Incident”). Supplier shall
investigate the Privacy Incident, Indemnify Schlumberger for any and all damages, losses,
fees or costs (whether direct, indirect, special or consequential) incurred as a result of such
incident, and remedy any harm or potential harm caused by such incident. To the extent that
a Privacy Incident gives rise to a need, in Schlumberger’s sole judgment, to provide (iii)
notification to public authorities, individuals, or other persons, or (iv) undertake other
remedial measures (including, without limitation, notice, credit monitoring services and the
establishment of a call center to respond to inquiries (each of the foregoing a “Remedial
Action”), at Schlumberger’s request, Supplier shall, at Supplier’s cost, undertake such
Remedial Actions. The timing, content and manner of effectuating any notices shall be
determined by Schlumberger in its sole discretion;
where Schlumberger deems it necessary to comply with the Schlumberger Binding Corporate
Rules, at its discretion or where required under local laws applicable to the international
transfer of Personal Data, it shall enter into the EU Standard Contractual Clauses (“controller
to processor”) (“EU Model Clauses”) pursuant to the EU Commission Decision 2010/87/EU
of 5 February 2010 or any other data processing agreement offering equivalent safeguards
with Schlumberger and/or any subsidiaries or Affiliates of Schlumberger whose Personal Data
are Processed by Supplier. Similarly, where Supplier subcontracts or outsources the
Processing of Personal Data as authorized under this Agreement, Supplier shall cause any
such subcontractors to enter into EU Model Clauses or any other data processing agreement
offering equivalent safeguards. This subparagraph will not apply if Supplier (or as applicable
its subcontractor) (i) is subject to a safe harbour program such as the EU-US Privacy Shield,
(ii) has implemented and is bound by Binding Corporate Rules in all jurisdictions where
Personal Data will be transferred and Processed, or (iii) is located in a country covered by an
adequacy determination by a competent authority with jurisdiction over Schlumberger;
it shall deal promptly and properly with all inquiries from Schlumberger relating to Supplier’s
Processing of the Personal Data and to ensure compliance with laws and regulation in
relation to protection of Personal Data;
it shall encrypt, using industry standard encryption tools, all Sensitive Data that Supplier (i)
transmits or sends wirelessly or across public networks, (ii) stores on laptops or storage
media, and (iii) stores on portable devices, where technically feasible. Supplier will safeguard
the security and confidentiality of all encryption keys associated with encrypted Sensitive
Data;
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(l) it shall not permit the transfer or Processing of Personal Data outside the country in which
Supplier is established other than with Schlumberger’s prior written consent; and
(m) it shall provide to Schlumberger, its authorized representatives and such independent
inspection body as Schlumberger may appoint, on reasonable notice (i) access to Supplier’s
information, processing premises and records, (ii) reasonable assistance and cooperation of
Supplier’s relevant staff, and (iii) reasonable facilities at Supplier’s premises for the purpose
of auditing Supplier’s compliance with its obligations under this Agreement.
B.8.3. The Parties agree that on the termination or expiration of this Agreement, Supplier shall, unless
requested otherwise by Schlumberger in writing, immediately cease Processing of Personal Data
provided by Schlumberger, return all such Personal Data in a manner and format reasonably
requested by Schlumberger and destroy any copies thereof. In the event that the applicable law
restricts or prohibits the destruction of Personal Data, Supplier shall warrant the confidentiality
of the Personal Data. If Supplier disposes of any paper, electronic or other record containing
Personal Data provided by Schlumberger, Supplier will do so by taking all reasonable steps (based
on the sensitivity of Personal Data provided by Schlumberger) to destroy Personal Data provided
by Schlumberger by: (a) shredding; (b) permanently erasing and deleting; (c) degaussing; or (d)
otherwise modifying Personal Data provided by Schlumberger in such records to make it
unreadable, unreconstructable and indecipherable. Upon request by Schlumberger, Supplier will
provide a written certification that Personal Data provided by Schlumberger has been returned
or securely destroyed in accordance with this Agreement.
B.8.4. If Schlumberger is held liable for a violation of this Article B.8 committed by Supplier, Supplier
shall Indemnify Schlumberger for any costs, charges, damages, expenses or losses it has incurred.
B.8.5. Supplier may only subcontract or outsource the Processing of Personal Data if Supplier (i) obtains
Schlumberger’s prior written consent, and (ii) ensures that the subcontractor is bound in writing
to the same obligations and Schlumberger is awarded the same rights contained in this Article
B.8 with regards to the subcontractor. Supplier will remain accountable and responsible for all
actions by such subcontractors.
B.8.6. Supplier shall provide relevant information requested by Schlumberger in order to assist
Schlumberger in meeting its obligations regarding registration, notification or accountability
under applicable data protection laws. In the event that this Agreement, or any actions to be
taken or contemplated to be taken in performance of this Agreement, do not or would not satisfy
either Party’s obligations under the laws applicable to each Party, the Parties will negotiate in
good faith upon an appropriate amendment to this Agreement.
B.8.7 This Article B.8 shall survive the expiry or termination of the Agreement and shall continue in
force and effect for a period of five (5) years thereafter.
B.9.
BACK TO BACK
When the Workers are assigned to the performance of work for the benefit of a Client:
(a) the Workers shall be deemed to have full knowledge of the provisions of the Main Contract.
It shall be Schlumberger’s responsibility to provide the Workers with extracts of the Main
Contract where applicable.
(b) the Workers shall assume and perform all the duties, responsibilities, obligations and
liabilities of Schlumberger under the Main Contract in relation to the work. Nothing herein
shall be construed as creating any privity of contract between Supplier and/or the Workers,
and Client.
(c) the Workers shall have, in respect of the work, the same rights, duties, responsibilities,
obligations and liabilities in respect of Schlumberger as Schlumberger has in respect of Client
under the Main Contract. Schlumberger shall have towards the Workers under the
Agreement the same rights, powers and remedies in respect of the Services as Client has
towards Schlumberger under the Main Contract.
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(d) the Workers shall inform Schlumberger immediately of any event which may impede the
proper and timely execution of the Services.
(e) where Schlumberger is required by the terms of the Main Contract to give any return,
account or notice, the Workers shall in relation to the work give a similar return, account or
notice or such other information in writing to Schlumberger as will enable Schlumberger to
comply with such terms punctually.
(f) the Workers shall comply with all instructions and decisions of Client which relate to the work
and are notified and confirmed to the Workers by Schlumberger. The Workers shall have like
rights (if any) to payment against Schlumberger in respect of such compliance as
Schlumberger is actually able to enforce against Client under the Main Contract.
(g) Schlumberger shall have like powers in relation to the work to give instructions and decisions
as Client has in relation to the work under the Main Contract and the Workers shall have the
like obligations to abide by and comply therewith and the like rights in relation thereto as
Schlumberger has under the Main Contract.
(h) the Workers shall make such Variations to the work whether by way of addition, modification
or omission as may be: (i) ordered by Client under the Main Contract and confirmed in writing
to the Workers by Schlumberger; or (ii) agreed to be made by Client and Schlumberger and
confirmed in writing to the Workers by Schlumberger; or (iii) ordered in writing by
Schlumberger.
(i) After completion of the work, the Workers shall maintain the Services and shall make good
such defects and imperfections therein as Schlumberger is liable to make good under the
Main Contract for the like period and otherwise upon the like terms as Schlumberger is liable
under the Main Contract.
B.10.
NON-SOLICITATION
B.10.1
Supplier shall not at any time, without the prior consent of Schlumberger in writing, either during
the validity of the Agreement or for a period of twelve (12) months from the termination of this
Agreement either on its own behalf or any other person:
(a) directly or indirectly induce or seek to induce any person who at any time during or at the
time of the termination of the Agreement is or was a customer of or in the habit of dealing
with Schlumberger and with whom Supplier has had dealings during the course of the
Agreement to remove their business from Schlumberger;
(b) directly or indirectly induce or attempt to induce directly or indirectly any employee of
Schlumberger to terminate his or her employment with Schlumberger.
B.10.2
Except as expressly required or permitted by this Agreement or by operation of Applicable Law,
neither Party shall, during the term of this Agreement and for a period of twelve (12) months
after the expiry or termination of this Agreement for any reason, solicit for employment,
engagement or appointment, directly or indirectly, or employ, engage or appoint or in any way
cause to be employed, engaged or appointed, directly or indirectly, any of the other Parties
employees who have been materially involved in connection with the provision of Services during
the six (6) months immediately preceding such action, for the same or any similar position with
that Party.
B.10.3
Schlumberger shall not, for a period of twelve (12) months after the expiry or termination of this
Agreement for any reason, offer permanent employment nor directly engage permanently with
any Supplier personnel without the prior written consent of Supplier.
B.10.4
Notwithstanding the provisions of Article B.10.2 and B.10.3, either Party may employ an
employee of the other Party who has applied for a position unsolicited or has responded to a
general advertising or other general recruitment campaign.
B.11.
HEALTH, SAFETY AND ENVIRONMENT REGULATIONS
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B.11.1
Supplier shall at all times comply and ensure that its personnel comply with the Health, Safety
and Environment Regulations. Supplier shall Indemnify Schlumberger Group against and shall
defend at its own expense all Claims arising out of or in any way connected with failure of Supplier
to abide by the Health, Safety and Environment Regulations whether or not resulting in
Schlumberger being in breach of the Health, Safety and Environment Regulations.
B.11.2
Supplier shall carry out the Services with due diligence in a safe and workmanlike manner in
accordance with good industry practice using personnel who are competent and qualified to
undertake their required duties in a safe and efficient manner. Supplier shall take all necessary
steps and precautions in performing the Services in order to protect all personnel, property and
the environment.
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EXHIBIT C – DESCRIPTION OF SERVICES
C.1.
DIRECT HIRE SERVICES
C.1.1.
Definitions
(a) “Account Manager” means Supplier’s designated representative in dealings with Schlumberger
and its first point of escalation in disputes.
(b) “Candidate” means a potential employee of Schlumberger from the time they are identified by
Schlumberger or Supplier to the time they begin work as a Schlumberger employee or are
rejected for employment by Schlumberger.
(c) “Supplier Manager” means Schlumberger’s designated representative in dealings with Supplier
and its first point of escalation in disputes.
C.1.2.
Description of Services
C.1.2.1 Scope - Supplier shall provide introduction to qualified Candidates for employment by
Schlumberger. Schlumberger shall pay to Supplier a rate, per Exhibit D, upon employment of a
Candidate introduced by Supplier.
C.1.2.2 Notification and Response Timeframes.
(a) Supplier shall acknowledge all requirements within one (1) working day of receipt. Supplier
may assist in writing the job requirement specifications if assistance is requested by
Schlumberger.
(b) Supplier shall respond with short-listed resumes for all requirements within one (1) work
week.
(c) Supplier shall qualify, screen, vet, and interview all Candidates prior to submission to
Schlumberger.
(d) Upon acceptance by Schlumberger, Supplier shall confirm Candidate attendance at
scheduled interview within one (1) working day.
(e) When possible, Schlumberger will provide feedback on an interviewed Candidate within two
(2) workdays of the interview.
(f) When recruitment by Supplier leads to a formal offer, Supplier shall ensure that the following
items are specified in the offer:
i.
Name of Candidate
viii.
Start date
ii.
Position offered
ix.
End date
iii.
Name of direct report
x.
Hours of work
iv.
Duration
xi.
Notice period
v.
Price/Rate/Salary
xii.
Additional information, as
vi.
Working location
applicable
vii.
Expenses allowed
(g) Supplier shall confirm acceptance or rejection of offer by Candidate within two (2) working days.
(h) Supplier shall provide all relevant documentation concerning Candidate to hiring manager without
delay.
C.1.2.3 C/V and Certification Verification
(a) Supplier shall take all reasonable measures to verify that Candidate’s C/V is accurate before
submission to Schlumberger.
(b) Supplier shall take all reasonable measures, including contact with issuing agency, if possible, to
verify that all certifications claimed by the Candidate are not fraudulent.
C.1.3.
Reporting
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C.1.3.1 Record keeping - Supplier shall maintain records adequate to reflect, in accordance with sound
accounting and administrative practices, all services provided under this Agreement.
C.1.3.2 Reporting - Supplier shall issue reports as Schlumberger may reasonably request, including but not limited
to monthly and quarterly cumulative reports. All reports must be available electronically in the format
provided by Schlumberger.
C.1.3.3 Retaining of records - For the purpose of this reporting, Supplier shall retain all records relevant to this
Agreement for a period of five (5) years after their creation.
C.1.3.4 Truthful disclosure - Supplier shall ensure that all worksheets, financial settlements, billings, and reports
rendered to Schlumberger, as provided in this Agreement and/or any variations to it, will reflect properly
the facts about all activities and transactions handled for the account of Schlumberger, which data may
be relied upon as being complete and accurate in any recording and reporting made by Schlumberger for
whatever purpose. Supplier shall notify Schlumberger promptly upon discovery of any instance where
Supplier or Worker fails to comply with this provision.
C.1.3.5 Cost of reporting - All reporting will be made available to Schlumberger at no additional cost.
C.1.4.
Performance Reviews
C.1.4.1 Scheduling - Supplier shall, without prompting from Schlumberger, schedule an annual performance
review within one year of the signing of this Agreement or the date of the last annual performance
review. This performance review will be arranged with and conducted by the Supplier Manager. Supplier
shall provide in advance such documents and reports as are reasonably requested by Schlumberger for
this performance review.
C.1.4.2 Types of review - Supplier shall participate to the fullest extent and in good faith with all reviews
reasonably requested by Schlumberger, including but not limited to: periodic supplier audits, eventdriven supplier audits, and quarterly business reviews (QBRs).
C.1.4.3 Retaining of records - For the purpose of these reviews, Supplier shall retain all records relevant to this
Agreement for a period of five (5) years after their creation.
C.1.5.
Issue Management and Escalation Process
C.1.5.1 Supplier’s Account Manager - Supplier shall appoint an Account Manager with explicit authority to speak
on behalf of Supplier in dealings with Schlumberger. Supplier’s Account Manager shall have sufficient
authority within Supplier’s organization to distribute Schlumberger’s policies, procedures, and general
information to Supplier Personnel relevant to Supplier’s dealings with Schlumberger.
C.1.5.2 Service level - If Supplier fails to maintain an adequate service level, or if Supplier’s methods are not
sufficient to assure adequate performance of its obligations under this Agreement, in the judgment of
Schlumberger, Supplier shall:
(a) Promptly investigate the root cause of the failure and deliver to Schlumberger notification identifying
such root causes;
(b) Use commercially reasonable efforts to correct the problem and to begin meeting such service level
as soon as practicable;
(c) Advise Schlumberger of the status of such corrective efforts, and
(d) Both Parties shall manage any issue of failure through the management and escalation process
described in Article C.1.5.3 below.
C.1.5.3 Escalation Process.
(a) Schlumberger shall ensure any issues regarding its relationship with Supplier have been first declared
to Supplier’s Account Manager, to the extent reasonably practicable, before escalation.
(b) Supplier shall ensure any issues regarding its relationship with Schlumberger have been first declared
to Schlumberger’s Supplier Manager, to the extent reasonably practicable, before escalation.
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(c) If Supplier’s Account Manager cannot resolve an issue brought by Schlumberger, Schlumberger may
elect to contact Supplier’s senior manager at Schlumberger’s discretion.
(d) If Schlumberger’s Supplier Manager cannot resolve an issue brought by Supplier, Supplier may elect
to contact Schlumberger’s Global Staffing Sub-Category Manager at Supplier’s discretion.
(e) In the event of an issue that cannot be resolved to the satisfaction of either Party after escalation,
either Party may cancel or terminate the Agreement or the Order in accordance with the termination
provisions in Exhibit A.
C.2.
WORKERS MANAGEMENT SERVICES
C.2.1.
Definitions
(a) “Account Manager” means Supplier’s designated representative in dealings with Schlumberger and
its first point of escalation in disputes.
(b) “Administrative Fee” means any additional amount charged to Schlumberger for a service or good
beyond the cost of that service or good to Supplier.
(c) “Host Government” means the government with jurisdiction over the Territory in which the Worker
will be engaged with Schlumberger. If multiple countries are involved, then the term encompasses
all governments having jurisdiction over any of the work locations involved.
(d) “Supplier Manager” means Schlumberger’s designated representative in dealings with Supplier and
its first point of escalation in disputes.
(e) “Supplier Personnel” means Supplier’s employees and personnel that contribute to Supplier’s
business, other than a Worker.
C.2.2.
Description of Services
C.2.2.1 Scope - Supplier shall provide technical consulting and/or professional services to Schlumberger as
directed on an Order. The services shall consist of specific work scopes, which will be developed as
projects are defined. These services may include the assignment of selected Workers and Supplier
Personnel to Schlumberger’s offices to perform services under Schlumberger’s technical direction.
C.2.2.2 Standard services - Supplier shall provide Workers, including the logistics support defined in this Article
C.2.2.2, subject to modifications dictated by the Order. In all circumstances, Supplier shall provide these
services in compliance with host government laws.
(a) Visa and visa processing. Unless explicitly stated otherwise in the Order, Supplier will take all
measures to provide Worker with a timely, appropriate visa for Worker’s engagement with
Schlumberger, if one is required per Applicable Law. These measures include but are not limited to:
information/documentation gathering, application, processing, and all other measures necessary to
obtain Worker’s visa. The cost of this service will be no more than the amount charged by the issuing
agency plus an Administrative Fee of no higher than three percent (3%) of the visa amount.
(b) Work permit and work permit processing. Unless explicitly stated otherwise in the Order, Supplier
will take all measures to provide Worker with a timely, appropriate work permit for Worker’s
engagement with Schlumberger, if one is required per Applicable Law. These measures include
information/documentation gathering, application, processing, and all other measures necessary to
obtain Worker’s work permit. The cost of this service will be no more than the amount charged by
the issuing agency plus an Administrative Fee of no higher than three percent (3%) of the work permit
amount.
(c) Other immigration documentation. Unless explicitly stated otherwise in the Order, Supplier will take
all measures to provide Worker with any other immigration documentation required per Host
Government law. These measures include information/documentation gathering, application,
processing, and all other measures necessary to obtain this immigration documentation for Worker.
The cost of this service will be no more than the amount charged by the issuing agency plus an
Administrative Fee of no higher than three percent (3%) of that amount.
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(d) International travel. Unless explicitly stated otherwise in the Order, Supplier will take all measures
to provide Worker with the most cost-efficient and timely air or other international travel reasonably
available from Worker’s origin to the location specified by Schlumberger. The air or other
international travel should be arranged so as to coincide with Worker’s local travel arrangements
and deliver the Worker to the place of Engagement on or before the start date of the engagement
or rotational start per the Order. International travel includes both initial and rotational travel for
the Worker, regardless of Worker’s rotational schedule. The cost of this service will be no more than
the cost of the travel to the Supplier plus an Administrative Fee of no higher than three percent (3%)
of that amount.
(e) Local travel. Unless explicitly stated otherwise in the Order, Supplier shall take all measures to
provide Worker with the most cost-efficient and timely travel reasonably available within the local
area of the engagement. The local travel should be arranged to coincide with any scheduled
international travel and the start date of the Engagement or rotational start per the Order. Supplier
shall include the cost of this local travel in Supplier’s overhead and shall not itemize this expense in
the Order.
(f) Insurance. Unless explicitly stated otherwise in the Order, Supplier shall provide insurance per the
provisions of Article 17 Exhibit A and Article B.3.5 Exhibit B, valid in all countries in which Workers
will provide services for Schlumberger.
(g) Worker tax payment assurance. Supplier shall pay, on behalf of Worker, all personal taxes incurred
by Worker as a result of Worker’s engagement with Schlumberger. These taxes include but are not
limited to mandatory contributions to social welfare programs, income taxes, and special taxes
applying to energy industry. As taxes are often tied to duration of stay within the country, Supplier
shall ensure that taxes are paid on behalf of Supplier only to the extent required by local law, given
the duration of Worker’s time in country.
(h) Confidentiality agreement. Supplier shall ensure Worker agrees, in writing, to the confidentiality
requirements in this Agreement while providing services to Schlumberger. Supplier shall retain
Worker’s confidentiality agreement for five years after execution.
C.2.2.3 Additional services - Supplier shall maintain the capability to provide such additional services as are
commonly accepted in the international staffing and energy industries when these services are explicitly
stated in the Order. These additional services include, but are not limited to:
(a) Recruiting. Schlumberger may opt to have Supplier locate suitable candidates for engagement with
Schlumberger as a Worker managed by Supplier by stating the requirement in the applicable Order.
When providing recruiting services for Workers, Supplier shall follow the procedures in Article C.1 to
the extent reasonably possible.
(b) Criminal background check. Schlumberger may opt to have Supplier conduct a criminal background
check, to the extent permitted by Applicable Laws, by stating the requirement in the applicable
Order. Supplier shall, to the extent permitted by Applicable Laws, discover and disclose to
Schlumberger the existence of any criminal history and/or anomalies in Worker’s criminal record that
can be discovered using commonly accepted industry practices.
(c) Pre-deployment medical examination. Schlumberger may opt to have Supplier provide a predeployment medical examination of Worker and the associated report, to the extent permitted by
Applicable Laws, by stating the requirement in the applicable Order. Supplier shall ensure that the
medical exam complies with Applicable Laws, standard industry requirements and practices and that
the report addresses all Host Government and Schlumberger requirements.
(d) Immunizations. Schlumberger may opt to have Supplier ensure that certain immunizations have
been obtained by Worker, to the extent permitted by Applicable Laws, by stating the requirement
for the specific immunization in the applicable Order. Additionally, to the extent permitted by
Applicable Laws, Supplier shall verify the validity of Worker’s immunization records and provide
records of immunizations at the request of Schlumberger.
(e) Opt-in insurance. Schlumberger may opt to have Supplier provide additional insurance coverage to
Worker by stating the requirement in the applicable Order. When Schlumberger opts for this
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additional coverage, Supplier shall have a policy in place to cover the following insurances at
additional cost to Schlumberger.
i.
Professional Liability up to $5 million (US).
ii.
International SOS or other Western-care-equivalent insurance up to $1 million (US).
(f) Meet and greet. Schlumberger may opt to have Supplier provide a liaison, in person, to assist Worker
in the local area with travel and arranged accommodations by stating the requirement in the
applicable Order. Supplier shall provide a liaison familiar with the details of Worker’s engagement
with Schlumberger and with the local area. If this service is conducted through a local partner,
Supplier shall ensure that local partner is aware of and complies with the requirements of this
Agreement. Supplier shall include the cost of this service in Supplier’s overhead and shall not itemize
this expense in the Order.
(g) Supplier expenses. Schlumberger may opt to recharge, through rechargeable expense invoicing,
Worker’s reasonable expenses incurred during travel and work relating to the Engagement with
Schlumberger.
C.2.2.4 C/V and Certification Verification
(a) Supplier shall take all reasonable measures to verify that the Candidate’s C/V is accurate before
submission to Schlumberger.
(b) Supplier shall take all reasonable measures, including contact with issuing agency, if possible, to
verify that all certifications claimed by the Candidate are not fraudulent.
C.2.3.
Reporting
C.2.3.1 Record keeping - Supplier shall maintain records adequate to reflect, in accordance with sound
accounting and administrative practices, all Services provided under this Agreement.
C.2.3.2 Reporting - Supplier shall issue reports as Schlumberger may reasonably request, including but not limited
to monthly and quarterly cumulative reports. All reports must be available electronically in the format
provided by Schlumberger.
C.2.3.3 Retaining of records - For the purpose of this reporting, Supplier shall retain all records relevant to this
Agreement for a period of five (5) years after their creation.
C.2.3.4 Truthful disclosure - Supplier shall ensure that all worksheets, financial settlements, billings, and reports
rendered to Schlumberger, as provided in this Agreement and/or any variations to it, will reflect properly
the facts about all activities and transactions handled for the account of Schlumberger, which data may
be relied upon as being complete and accurate in any recording and reporting made by Schlumberger for
whatever purpose. Supplier shall notify Schlumberger promptly upon discovery of any instance where
Supplier or Worker fails to comply with this provision.
C.2.3.5 Cost of reporting. All reporting will be made available to Schlumberger at no additional cost.
C.2.4.
Confidentiality
C.2.4.1 Nondisclosure - All confidential information relating to the business of Schlumberger and its Client shall
be held confidential by Supplier in Accordance with provisions of Article 18 Exhibit A.
C.2.4.2 Nondisclosure by Worker - Supplier shall take all reasonable measures to prevent Worker from disclosing
all confidential information relating to the business of Schlumberger. These measures include but are not
limited to providing training to Worker on confidential information and ensuring that Worker signs the
confidentiality agreement described in Article C.2.2.1(h).
C.2.4.3 Intellectual property - Any invention either patentable or unpatentable, which is made, conceived or first
reduced to practice solely arising as a result of the performance of work by Supplier or Worker under or
in connection with this Agreement shall belong to Schlumberger and Supplier shall or shall ensure
Worker:
(a) Discloses promptly such inventions to Schlumberger; and
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(b) Assigns all rights, titles, and interests in such inventions to Schlumberger. Supplier and Worker shall
co-operate at Schlumberger’s expense in any efforts by Schlumberger to obtain patents in respect of
such inventions.
C.2.5.
Invoicing
C.2.5.1 Recurring charge invoicing - Supplier shall invoice Schlumberger for the Services described in Article C.2.2,
on a monthly basis, unless explicitly stated otherwise in the applicable Order. Supplier shall invoice
Schlumberger for only those charges itemized in the applicable Order, which will include the Services
described in this Article C.2.5.1, and Supplier’s margin (labeled “Other Agency Costs” on the applicable
Order), inclusive of profit and overhead. Supplier shall not include in these recurring invoices an
Administrative Fee.
(a)
(b)
(c)
(d)
Insurance per Article C.2.2.2(f).
Worker tax payment assurance per Article C.2.2.2(g).
Recruiting per Article C.2.2.3(a), if included in the applicable Order.
Opt-in insurance per Article C.2.2.3(d), if included in the applicable Order.
C.2.5.2 Rechargeable expense invoicing - Supplier shall invoice Schlumberger for the following services,
described in this Article C.2.5.2, as they are incurred by Supplier, unless explicitly stated in the Statement
of Work. Supplier shall ensure that all rechargeable expense invoicing under Article C.2.5.2 are kept
separate from recurring invoicing under Article C.2.5.1.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
Visa and visa processing per Article C.2.2.2(a).
Work permit and work permit processing per Article C.2.2.2(b).
Other immigration documentation per Article C.2.2.2(c).
International travel per Article C.2.2.2(d).
Local travel per Article C.2.2.2(e).
Criminal background check per Article C.2.2.3(a), if included in the Statement of Work.
Pre-deployment medical exam per Article C.2.2.3(b), if included in the Statement of Work.
Immunizations per Article C.2.2.3(c), if included in the Statement of Work.
Supplier expenses per Article C.2.2.3(g), if included in the Statement of Work.
C.2.5.3 Invoicing procedure - Supplier shall invoice the relevant, local Schlumberger entity in accordance with
that entity’s instructions, the Statement of Work, and this Agreement. Supplier shall include with all
invoices copies of Worker’s timesheet, receipts, and other relevant supporting documentation, if
possible. Supplier shall clearly state the currency on every invoice submitted to Schlumberger. Escalation
of invoicing issues will be first to the local Schlumberger procurement and sourcing manager, then to the
Supplier Manager per the escalation process in Article C.2.7.3.
C.2.6.
Performance Reviews
C.2.6.1 Scheduling - Supplier shall, without prompting from Schlumberger, schedule an annual performance
review within one year of the signing of this agreement or the date of the last annual performance review.
This performance review will be arranged with and conducted by Schlumberger’s global staffing category.
Supplier shall provide in advance such documents and reports as are reasonably requested by
Schlumberger for this performance review.
C.2.6.2 Types of review - Supplier shall participate in good faith with all reviews reasonably requested by
Schlumberger, including but not limited to: periodic supplier audits, event-driven supplier audits, and
quarterly business reviews (QBRs).
C.2.6.3 Retaining of records - For the purpose of these reviews, Supplier shall retain all records relevant to this
Agreement for a period of five (5) years after their creation.
C.2.7.
Issue Management and Escalation Process
C.2.7.1 Supplier’s Account Manager. Supplier shall appoint Account Manager with explicit authority to speak on
behalf of Supplier in dealings with Schlumberger. Supplier’s Account Manager shall have sufficient
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authority within Supplier’s organization to distribute Schlumberger’s policies, procedures, and general
information to Supplier Personnel relevant to Supplier’s dealings with Schlumberger.
C.2.7.2 Service level - If Supplier fails to maintain an adequate service level, or if Supplier’s methods are not
sufficient to assure adequate performance of Supplier’s obligations under this Agreement, in the
judgment of Schlumberger, Supplier shall:
(a) Promptly investigate the root cause of the failure and deliver to Schlumberger notification identifying
such root cause(s);
(b) Use commercially reasonable efforts to correct the problem and to begin meeting such service level
as soon as practicable;
(c) Advise Schlumberger of the status of such corrective efforts, and
(d) Both parties shall manage any issue of failure through the management and escalation process
described in Article C.2.7.3.
C.2.7.3 Escalation Process.
(a) Schlumberger shall ensure any issues regarding its relationship with Supplier have been first declared
to Supplier’s Account Manager, to the extent reasonably practicable, before escalation.
(b) Supplier shall ensure any issues regarding its relationship with Schlumberger have been first declared
to Schlumberger’s Supplier Manager, to the extent reasonably practicable, before escalation.
(c) If Supplier’s Account Manager cannot resolve an issue brought by Schlumberger, Schlumberger may
elect to contact Supplier’s senior manager at Schlumberger’s discretion.
(d) If Schlumberger’s Supplier Manager cannot resolve an issue brought by Supplier, Supplier may elect
to contact Schlumberger’s Global Staffing Sub-Category Manager at Supplier’s discretion.
(e) In the event of an issue that cannot be resolved to the satisfaction of either Party after escalation,
either party may cancel the Agreement.
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EXHIBIT D – PRICING
D.1.
DIRECT HIRE SERVICES
D.1.1
Fee trigger - Introduction of a Candidate shall be deemed to have taken place when, upon request by
Schlumberger, Supplier provides Schlumberger with any information that identifies the Candidate and,
at the time this information is provided, the Candidate is not listed in a Schlumberger database including
but not limited to iRecruit. If appointment of a Candidate is made by Schlumberger to the assignment for
which the introduction was requested within six (6) months of an introduction, Schlumberger will pay
Supplier the fee specified in Article D.2 below. An appointment takes place whether a Candidate is
engaged on a temporary basis or employed on a permanent basis.
D.1.2
Rate - Except as otherwise provided for in the applicable Order, Supplier’s fee is calculated based on a
flat fee of twelve percent (12%) of the Candidate’s expected first year’s guaranteed salary, excluding any
performance-based or variable bonuses. Supplier’s fee becomes payable on the appointment of a
Candidate. An appointment takes place whether or not such appointment is conditional upon the passing
of a probationary period.
D.1.3
Volume discount - Except as otherwise provided for in the applicable Order, if thirty (30) placements are
made during a ninety (90) day period, Schlumberger will pay Supplier a discounted rate of ten percent
(10%) for all further placements. These thirty (30) placements can be made in any Schlumberger locations
or subsidiaries worldwide.
D.1.4
Warranty - Except as otherwise provided for in the applicable Order, if the appointment of a Candidate
is terminated within twelve (12) weeks of the commencement of Candidate’s employment with
Schlumberger, a rebate will be paid by Supplier to Schlumberger at the rate of eight point thirty three
percent (8.33%) of the fee charged by Supplier for each full week the Candidate did not work during the
twelve (12) week period.
D.2.
WORKERS MANAGEMENT SERVICES
D.2.1
Recurring charges - Supplier shall charge all recurring charges, as described in Article C.2.5.1 Exhibit C,
with the exception of the recruiting fee and Supplier’s margin, at a rate equal to the cost of those services
to Supplier. The recruiting fee and Supplier’s margin will be charged to Schlumberger at a commercially
reasonable rate.
D.2.2
Recruiting fee duration. If Schlumberger opts to include recruiting as a service provided by Supplier per
Article C2.2.3(a) Exhibit C, Supplier shall charge this fee as a recurring charge for the shorter of (i) the
duration of Worker’s Engagement with Schlumberger or (ii) twelve (12) months.
D.2.3
Administrative Fee - Supplier shall adhere to the Administrative Fees in Article C.2.2.2. For any
rechargeable expense not described in Article C.2.2.2, the Administrative Fee will not exceed three
percent (3%).
D.2.4
Temp-to-hire - If Schlumberger exercises the option to permanently hire a Worker while the Worker is
being provided by Supplier, Schlumberger will pay to Supplier a one-time fee equal to twelve (12) weeks
of the expected annual salary of Worker. The Worker’s expected annual salary will be comprised of the
Worker’s expected base pay, exclusive of any performance-based or variable bonuses. If Schlumberger
exercises this option, Supplier shall provide all reasonable assistance in the transition of Worker to
Schlumberger, including providing documentation requested to the extent allowed by law.
D.2.5
Low service quality rebate - If a recruited Worker’s competence, performance, or behavior are insufficient
as determined by Schlumberger and this deficiency leads to premature termination of the Engagement
with Worker, Supplier shall take all reasonable measures to provide a timely replacement Worker and
Supplier shall forfeit all recruiting fees for the duration of the Engagement of replacement Worker.
Supplier shall ensure that Schlumberger is not charged recruiting fees after termination of the original
Worker’s Engagement.
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EXHIBIT E – KEY PERFORMANCE INDICATORS
As per individual Order
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EXHIBIT F – SCHLUMBERGER’S QUALITY, HEALTH, SAFETY AND ENVIRONMENT POLICY
Article 1 – Schlumberger’s Quality, Health, Safety and Environment Policy
The long-term business success of Schlumberger depends on our ability to continually improve the quality of our
services and products while protecting people and the environment. Emphasis must be placed on ensuring human
health, operational safety, environmental protection, quality enhancement and community goodwill. This
commitment is in the best interests of our customers, our employees and contractors, our stockholders and the
communities in which we live and work.
Schlumberger requires the active commitment to and accountability for, QHSE from all employees and
contractors. Line management has a leadership role in the communication and implementation of, and ensuring
compliance with, QHSE policies and standards. We are committed to:

Protect, and strive for improvement of, the health, safety and security of our people at all times;

Eliminate Quality non-conformances and HSE accidents;

Meet specified customer requirements and ensure continuous customer satisfaction;

Set Quality & HSE performance objectives, measure results, assess and continually improve processes,
services and product quality, through the use of an effective management system;

Plan for, respond to and recover from any emergency, crisis and business disruption;

Minimize our impact on the environment through pollution prevention, reduction of natural resource
consumption and emissions, and the reduction and recycling of waste;

Apply our technical skills to all HSE aspects in the design and engineering of our services and products;

Communicate openly with stakeholders and ensure an understanding of our QHSE policies, standards,
programs and performance. Reward outstanding QHSE performance;

Improve our performance on issues relevant to our stakeholders that are of global concern and on which
we can have an impact, and share with them our knowledge of successful QHSE programs and initiatives
This Policy shall be regularly reviewed to ensure ongoing suitability. The commitments listed are in addition to our
basic obligation to comply with Schlumberger standards, as well as all applicable laws and regulations where we
operate. This is critical to our business success because it allows us to systematically minimize all losses and adds
value for all our stakeholders.
Olivier Le Peuch
Chief Executive Officer, Schlumberger Limited
Article 2 – Schlumberger’s QHSE minimum requirements
Schlumberger is fully committed to its QHSE Policy and associated standards. In addition, when on Schlumberger
managed sites Supplier must at all times comply with the minimum requirements.
Substance Abuse Policy
Supplier shall have a documented Substance Abuse Policy, where this is not in place or conflicts with
Schlumberger’s Substance Abuse Policy, Schlumberger’s policy will apply. Specifically, with requirement for any
employee involved in an accident on a Schlumberger site to be sent immediately for drug and alcohol testing,
where permitted by local regulation.
Driving Policy
Supplier while engaged in Schlumberger business shall comply with Schlumberger Driving Policy and Standard
specifically with, but not limited to:

Seat Belts must be worn at all times when a vehicle is moving
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 Mobile phones will not be used while the vehicle is moving
 Speed limits must be adhered to at all times
 Only qualified drivers may be used for Schlumberger business
Where Supplier work involves unloading or loading of vehicles using mechanical lifting equipment such as a forklift
or crane, Supplier employees shall not remain in or on the vehicle and shall remain in a defined safe area. The only
operation Supplier shall be involved in is checking the load e.g. for potential dropped objects and adequately
securing the load for transportation.
QHSE Site Specific Requirements
In order to comply with QHSE requirements all Supplier personnel must comply with the following when on
Schlumberger managed sites:

Supplier personnel shall follow the directions of Schlumberger personnel and applicable site rules as indicated
by site orientation or induction briefings, written information provided and signage, including compliance
with applicable safe systems of work (including not over-riding or disabling safety systems, guarding or
barriers and use of lock-out tag and permit to work systems), requirements for supervision, entry to access
restricted areas, security and emergency response provisions.

Personal Protective Equipment (PPE) is to be provided and used in accordance with applicable site-specific
requirements.

Schlumberger strives for a “no loss” culture and as such all personnel are obligated to intervene in the event
they observe an unsafe act or behavior. Suppliers shall at all times comply with this requirement and at all
times display a positive attitude to working in a safe, healthy and environmentally responsible manner.

Any Supplier employee performing work at Schlumberger’s sites not complying with Schlumberger’s QHSE
requirements will receive only one reminder of their duty to comply, failure of which will result in removal
from the Schlumberger site and replacement of the Supplier employee at no cost to Schlumberger. Where a
serious breach of QHSE Policy occurs Schlumberger may request that a Supplier employee may not work on
any Schlumberger site.
Performance, Accident and Incident Reporting

Supplier is required to report any and all incidents or accidents (including hazardous situation, near miss,
injury, illness, environmental or security event) which occur on a Schlumberger site or when directly
associated with the work they are performing for or on behalf of Schlumberger to a Schlumberger
representative.

Schlumberger shall be responsible for carrying out a full investigation of any accident or incident which occurs
on a Schlumberger managed site. Where applicable, Supplier shall co-operate with the investigation process
and provide assistance from employees, management or HSE representatives as applicable. Where a
regulatory reportable accident occurs on a Schlumberger site, Schlumberger will be responsible for reporting
such accident to the applicable authorities.

Schlumberger may require that Supplier provides Schlumberger with information on hours worked, vehicle
distances travelled, regulatory reportable and non-reportable HSE incidents, medical fitness to work
certification or training and competence records of personnel, equipment certification information, energy
or resources consumed, and environmental impacts that are related to the products and services that the
supplier provides. These requirements shall be established and agreed between Schlumberger and the
supplier prior to the commencement of work, and shall be periodically reviewed thereafter.
Regulatory Compliance

Suppliers shall ensure that they comply with all applicable regulatory requirements related to the provision
of products or services to Schlumberger.

Suppliers shall, in a timely manner, advise Schlumberger of any regulatory violation, penalty or reporting
requirement related to the provision of their products or services to Schlumberger.

Suppliers shall, in a timely manner, inform Schlumberger of any actions required by Schlumberger, or any
limitations on Schlumberger’s activities that relate to Supplier’s regulatory compliance obligations.
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EXHIBIT G – WORKING CONDITIONS REQUIREMENTS
Supplier agrees that this Exhibit G shall apply to Supplier and Supplier Group as defined in the Agreement.
Supplier represents and warrants that:
•
Supplier will fully comply with the Working Conditions Requirements as outlined in this Exhibit G.
•
Supplier will implement policies, procedures, or processes that meet the Working Conditions Requirements in this Exhibit
G;
•
Supplier will flow down equivalent principles/requirements and communicate similar principles/requirements to its
contractors and subcontractors (of any tier and whether contracted directly or indirectly), and consultants.
•
Supplier will have developed audit protocols to ensure compliance with the above
•
Supplier’s compliance with this Exhibit G does not relieve the Supplier from its obligation to comply with Exhibit F.
ARTICLE 1 – LABOR
1.1 Freely Chosen Employment. All work is to be voluntary and workers are to be free to leave upon reasonable notice. Use
of forced, compulsory, bonded, indentured, involuntary prison labor, slavery or trafficking of persons is prohibited.
Workers must not be required to hand over passports or work permits as a condition of employment or to lodge financial
deposits with their company. Workers shall have clear, written employments terms in a language they understand and
the right to resign and terminate their employment, without penalty, on reasonable notice, in accordance with
employment terms.
1.2 Child Labor. Use of child labor is strictly prohibited. Child labor includes any person under age of fifteen (15), or under the
age for completing compulsory education, or under the minimum age for employment in the country, whichever is
greatest. Legitimate workplace apprenticeship programs are supported. Workers under the age of eighteen (18) must not
be required to perform hazardous work or night work. The educational needs of such workers are to take precedence
when determining working hours.
1.3 Discrimination. Supplier is to provide workplaces that are free of harassment and unlawful discrimination. Supplier must
not engage in discrimination based on race, color, gender, identity, age, sexual orientation, ethnicity or social origin,
disability, religion, political opinion, union membership or marital status in hiring and employment practices such as
promotions, rewards, and access to training and termination.
1.4 Harsh or Inhumane Treatment. Harsh and inhumane treatment, including sexual harassment, sexual abuse, corporal
punishment, mental or physical coercion or verbal abuse of workers is strictly prohibited, as is any threat of such
treatment.
1.5 Wages and Benefits. Compensation paid to workers must comply with all applicable wage laws, including those relating
to minimum wages, overtime hours and legally mandated benefits. Illegal and/or abusive wage deductions or payments
by workers in return for recruitment, transportation, accommodation, food and other living costs should be prohibited.
Any disciplinary wage deductions are to conform to local law. Wages shall be paid in legal currency (not in kind), directly
to workers and the basis on which workers are being paid is to be clearly conveyed to them in a timely manner.
1.6 Recruitment Fees. Regardless of whether recruitment fees or similar are permitted or not prohibited by relevant local
law, no potential employee shall be charged with fees, administrative costs or otherwise for participating in a recruitment
process and/or securing a job. Recruitment fees and administrative costs shall be covered by the employer. Foreign
migrant workers shall not pay fees associated with travel and visas.
1.7 Working Hours. Worker fatigue is linked to increased accidents, illness, lowered productivity and increased turnover.
Workers must therefore not be required to work more than the maximum set by local law, including overtime hours. As
a minimum, workers are to be allowed days of rest in accordance with relevant labor laws and regulations. In addition,
where workers are contracted to spend long periods of time away from their home country, consideration is to be taken
of their needs to remain in contact with their families and have leave to return home at least annually.
1.8 Freedom of Association. Workers are to be allowed the right to freely associate for the promotion and defense of their
occupational interests and the right to collective bargaining, in good faith and in accordance with local laws. Workers are
to be able to communicate openly with their management regarding working conditions without fear of retaliation,
intimidation or harassment.
1.9 Grievances. Suppliers are expected to provide a grievance mechanism for workers to raise workplace concerns without
fear of retaliation, intimidation or harassment.
ARTICLE 2 – WORKPLACE HEALTH AND SAFETY
Without affecting in any way Supplier’s obligation to observe and comply with Schlumberger’s Quality, Health, Safety and
Environment Policy at all times, the following requirements are specific to suppliers operating in workplace locations and/or
conducting activities under the operational control of their own organization and not at a Schlumberger-owned or controlled
workplace:
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2.1 Machine Safeguarding. Physical guards, interlocks and barriers are to be provided and properly maintained for machinery
used by workers.
2.2 Industrial Hygiene. Worker exposure to chemical, biological and physical agents is to be identified, evaluated, and
controlled. When hazards cannot be adequately controlled by engineering and administrative means, workers are to be
provided with appropriate personal protective equipment.
2.3 Safety. Worker exposure to workplace safety hazards (e.g., electrical and other energy sources, fire, vehicles, slips, trips
and fall hazards) are to be controlled through proper design, engineering and administrative controls, preventative
maintenance and safe work procedures (including lockout/tagout). Where hazards cannot be adequately controlled by
these means, workers are to be provided with appropriate personal protective equipment.
2.4 Emergency Preparedness and Response. Emergency situations and events are to be identified and assessed, and their
impact minimized by implementing emergency plans and response procedures, including: emergency reporting, worker
notification and evacuation procedures, worker training and drills, appropriate fire detection and suppression equipment,
adequate exit facilities and recovery plans.
2.5 Occupational Injury and Illness. Procedures and systems are to be in place to manage, track and report occupational
injury and illness, including provisions to: a) encourage worker reporting; b) classify and record injury and illness cases; c)
provide necessary medical treatment; d) investigate cases and implement corrective actions to eliminate their causes;
and d) facilitate return of workers to work.
2.6 Physically Demanding Work. Worker exposure to physically demanding tasks, including manual material handling and
heavy lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and
controlled.
2.7 Accommodation and Canteen. Workers are to be provided with clean toilet facilities, access to potable water and sanitary
food preparation and storage facilities. Accommodation provided by their employer, or a labor agent appointed by the
employer shall be clean, safe and have necessary emergency exits and provide adequate heat, light and ventilation
together with reasonable personal space
ARTICLE 3 – COMMUNITY IMPACTS
Without affecting in any way Supplier’s obligation to observe and comply with Schlumberger’s Quality, Health, Safety and
Environment Policy at all times, the following requirements are specific to suppliers operating in workplace locations and/or
conducting activities under the operational control of their own organization and not at a Schlumberger owned or controlled
workplace:
3.1. Community. Reasonable steps should be taken to anticipate and manage any adverse impacts on communities and
consider the potential for positive social impact from business activities.
3.2. Environmental. Reasonable steps should be taken to minimize all possible and hazardous impacts on the environment.
Resource efficient, greenhouse gas reducing or low carbon technologies or working practices shall be considered. Water
should be managed sustainably as a shared, public resource.
3.3. Security. Personnel and assets shall be safeguarded in a way that respects human rights and the security of communities.
Security arrangements shall be the most appropriate in the circumstances and consistent with applicable laws and the
following international standards:
a) The Universal Declaration of Human Rights of the United Nations (UN)
b) The Voluntary Principles on Security and Human Rights
c) The UN code of conduct for Law Enforcement Officials, and
d) The UN Principles on the use of force and firearms.
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EXHIBIT H – CYBERSECURITY
1.
Access to Schlumberger Systems. The provisions of this Exhibit H apply to the Parties when an Order, request or other
communication is sent automatically through any Schlumberger Systems and/or when Schlumberger grants an access to
certain Systems to the Supplier and its employees. “Systems” shall mean Schlumberger’s Electronic Purchasing Systems
as defined in Article 2 of Exhibit A, or any other electronic system managed through computer network, computer
applications, storage device, mobile computing device, or software owned, leased, or controlled by Company or operated
by a third- party on behalf of Schlumberger.
a)
Reserved.
b)
Supplier shall access and use the Systems in furtherance of Supplier ’s business relationship with Schlumberger.
Supplier is liable for actions of its employees accessing Systems and shall prevent terminated employees or third
parties from accessing any information and materials made available by Schlumberger to Supplier (“Schlumberger’s
Data") by immediately terminating their physical and electronic access to such information and Systems.
c)
Supplier’s access to the Systems including access codes, passwords, and access procedures may be granted, denied,
changed, or terminated at any time by Schlumberger without cause or liability to Supplier, at Schlumberger’s sole
discretion. Upon cancellation of the Agreement or relationship, Supplier is prohibited from accessing the Systems
and shall return or destroy all tangible Schlumberger’s Data made available to Supplier as a result of such access.
d)
Supplier shall not access any System through a virtual private network or any other means that obfuscates the
origin of Supplier’s access or the data Supplier provides to Schlumberger.
e)
Except for information owned by Supplier prior to input into the Schlumberger Systems, all information including
data created, stored or contained in the Schlumberger Systems, including messages (herein referred to as
“Information”), is the property of Schlumberger. Supplier hereby assigns, to the extent it has the right to do so, all
of its interests in, the rights and title to Schlumberger of such Information.
f)
Schlumberger Data and Systems may be subject to applicable export controls and trade restrictions. Except as
authorized by Schlumberger, Supplier shall not introduce or upload onto Systems any information subject to export
controls or trade restrictions.
g)
Schlumberger bears no responsibility for (i) content, loss or corruption of Supplier’s data stored in or transmitted
through the Systems, (ii) incorrect results obtained using the Systems, (iii) interruption of access or use of the Systems
for whatever reason, (iv) access of any Supplier data by third parties, or (v) toll fraud in accessing or using the Systems.
h)
SUPPLIER SHALL, TO THE EXTENT PERMITTED BY
LAW, INDEMNIFY
SCHLUMBERGER
AGAINST ALL
CLAIMS INCLUDING, WITHOUT
LIMITATION,
INVESTIGATORY AND GOVERNMENTAL RESPONSE COSTS, RELATING TO: (I) USE OF AND ACCESS TO THE SYSTEMS ARISING OUT OF SUPPLIER’S
BREACH OF THE PROVISIONS OF THIS EXHIBIT, (II) INFORMATION SUBMITTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE BY SUPPLIER VIA
THE SYSTEMS, INCLUDING COPYRIGHT INFRINGEMENT
CLAIMS, AND (III) VIOLATION OF LAW
BY SUPPLIER IN ITS USE OF THE SYSTEMS OR
SCHLUMBERGER’S DATA.
2.
Information Security Program. Supplier shall establish, implement, maintain and, where necessary, regularly update
physical, technical and administrative safeguards under a written information security program that are designed to be
(i) compliant with all applicable laws and (ii) consistent with all relevant industry standards. To inhibit Business Email
Compromise (BEC) fraud, it is encouraged to implement DMARC authentication (https://dmarc.org/overview/) including
ensuring outbound email passes DMARC, implementing a DMARC reject policy on email domains, quarantining inbound
messages failing DMARC, and ensuring email traffic is handled at TLS 1.2 encryption or higher.
3.
Security Breach Protocol. Supplier shall assist Schlumberger in identifying and preventing any accidental or unlawful
destruction, loss, alteration, unauthorized disclosure of, or access to, Schlumberger’s Data transmitted, stored, or
otherwise processed, caused by or resulting from a failure, breach of, lack of or inadequacy of security, physical intrusion
of facilities, theft or loss of documents, laptops or storage media, or employee or contractor malfeasance (“Security
Breach”). Supplier shall maintain policies and procedures for responding to Security Breaches consistent with accepted
industry standards. In the event of a Security Breach, or if a Security Breach is threatened or has occurred, Supplier shall:
(a) provide notice to Schlumberger at cyberincident@slb.com within twenty-four (24) hours after Supplier discovered or
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reasonably suspected such Security Breach; and (b) promptly, and in no event more than two (2) business days after the
date Supplier discovered or reasonably suspected a Security Breach, provide a written report, including a list of all
individuals who have or had access to Schlumberger’s Data; and (3) assist Schlumberger with the investigation of such
event. In the event of a Security Breach or cyber-attack, Supplier shall take all appropriate corrective action at its sole cost
and expense.
4.
Security Assessments. Supplier shall assess, monitor and audit its procedures on an annual basis to ensure compliance
with its internal security requirements and standards. Security assessment reports shall be made available to
Schlumberger upon request.
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EXHIBIT I – FORM OF LOCAL AGREEMENT
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LOCAL AGREEMENT
N° [CW Number]-[Supplier]-[Regional or Local]-Purchase of Services-mm_dd_yy
between
SCHLUMBERGER […]
and
[...]
for
[...]
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This Local Agreement (“Order”) is entered into on this […] day of […], 202[…] (the “Effective Date”), by and
between:
(i)
Schlumberger [Insert entity] a company incorporated under the laws of […], having its registered address
at […], [OR] having its place of business at […], (“Schlumberger”), and
(ii)
[Insert Supplier’s entity], a company incorporated under the laws of […], having its registered address at
[…], (“Supplier”).
WHEREAS Schlumberger [Insert entity as shown in the principal or global Agreement] and [Insert Supplier’s entity
as shown in the principal or global Agreement ] have entered into a Global Agreement for the purchase of Services
referenced N°[ …], effective [ …], (the “Agreemen t”).
WHEREAS the Parties to this Order are Affiliates of Schlumberger [Insert entity as shown in the principal or global
Agreement] and [Insert Supplier’s entity as shown in the principal or global Agreement], and
WHEREAS Schlumberger wishes to contract with Supplier for the provision of Services, and Supplier is willing to perform
the Services pursuant to the terms and conditions set forth in this Order;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
ARTICLE 1 – TERMS AND CONDITIONS
The terms and conditions of the Agreement and any amendments thereto, are hereby incorporated by reference
and the purchase of Services hereunder shall be subject to the terms of the Agreement. In all respects this Order
shall be treated as a separate contract entered into pursuant and subject to the terms of the Agreement. The
provisions contained herein are limited exclusively for the sole purpose of this Order, and shall not be considered
as an amendment, modification, alteration, revision, change, correction or consideration of any means and for
any reason to the Agreement.
All capitalized terms not defined in this Order shall have the meanings ascribed to them in the Agreement.
ARTICLE 2 – SCOPE OF WORK
The objective of this Order is to confirm the scope of Supplier’s work and the compensation for this project.
2.1
Project name: [to be inserted or marked “N/A”]
2.2
Project description, including purposes, objective and scope [to be inserted or marked “N/A” or marked
“As per the Agreement”]
2.3
Description of Supplier’s responsibilities: [to be inserted or marked “As per the Agreement”]
2.4
Description of Schlumberger’s responsibilities: [to be inserted or marked “As per the Agreement”]
2.5
Period of time over which work will be performed/Validity of the Order: [to be inserted]
2.6
Applicable countries/Areas/GeoMarkets: [to be inserted]
ARTICLE 3 – PRICES
Supplier’s compensation for the project will be as follows: [to be inserted or marked “As per the Agreement”].
In addition to such compensation, Supplier may also bill Schlumberger for necessary travel and reasonable
expenses related to the Services requested, to the extent substantiated by all relevant documentation.
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ARTICLE 4 – INVOICING
Supplier’s invoice must contain the following information:
Location:
Contact Person:
Legal Entity:
Accounting Unit (AU):
Activity Code (AC):
Date effective:
If the above information is not displayed on the invoice, payment will be delayed as invoice will be returned to you.
INVOICE ADDRESS
Invoices must be forwarded to the following address:
ARTICLE 5 – NOTICES
Any notice that is to be given by one Party to the other under this Order will be given in writing and delivered to
the following addresses:
For Schlumberger
[…]
[…]
To the attention of: […]
For Supplier
[…]
[…]
To the attention of: […]
ARTICLE 6 – SPECIAL CONDITIONS
[to be inserted as appropriate or marked “N/A”]
EXECUTED AS AN AGREEMENT BY THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES
For SCHLUMBERGER [ENTITY]
For SUPPLIER
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
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EXHIBIT J – EXIT PLAN
DEFINITIONS
The definitions in this paragraph apply in this Exhibit J.
a) Replacement Services means any services which are identical or substantially similar to any of the
Services and which Schlumberger receives in substitution for any of the Services following the
termination or expiry of this Agreement, whether those services are provided by Schlumberger internally
or by any Replacement Supplier.
b) Replacement Supplier means any third-party supplier of Replacement Services appointed by
Schlumberger.
c) Service Transfer means any transfer of the Services to Schlumberger or the Replacement Supplier.
d) Sub-Contract means any contract between Supplier and a third party pursuant to which Supplier agrees
to source the provision of any of the Services from that third party.
e) Transferable Contracts means the Sub-Contracts and licenses for third party software or other
agreements which are necessary to enable Schlumberger or any Replacement Supplier to perform the
Services or the Replacement Services.
f) Transferring Contracts has the meaning set out in Paragraph 0 of this Exhibit J.
ARTICLE 1 – PURPOSE
1.1
Supplier shall use all reasonable endeavors to ensure the orderly transition of the Services from Supplier
to Schlumberger or any Replacement Supplier in the event of any termination or expiry of the Agreement.
This Exhibit J sets out the principles of the exit and service transition arrangements which are intended
to achieve this and upon which the Exit Plan shall be based.
1.2
The Exit Plan and the terms in this Exhibit J shall endure for a period of three (3) months after the
termination or expiry of the Agreement.
ARTICLE 2 – EXIT PLAN
The Exit Plan shall be agreed by both Parties and it shall:
a) address each of the issues set out in this Exhibit J to facilitate the transition of the Services from Supplier
to the Replacement Supplier and/or Schlumberger;
b) detail how the Services will transfer to the Replacement Supplier and/or Schlumberger including details
of the processes, documentation, data transfer, systems migration, and security;
c) provide a timetable and identify critical issues for carrying out the Service Transfer; and
d) set out the management structure to be put in place and employed for the operation of the Exit Plan.
e) address any potential issue that both Parties might have under the relevant Applicable Laws.
ARTICLE 3 – TRANSFER OF CONTRACTS
3.1
As soon as practicable, Schlumberger shall notify Supplier which Transferable Contracts that Schlumberger
requires to be transferred to it and/or to the Replacement Supplier or any other licenses of third party
software required by Schlumberger and/or the Replacement Supplier (“Transferring Contracts”), in order
for Schlumberger or the Replacement Supplier to provide the Replacement Services from the end of the
Termination Period. At the request of Schlumberger, Supplier shall provide such assistance as may be
necessary to help Schlumberger and/or the Replacement Supplier to identify which Transferable Contracts
are required for the continued provision of the Services and the provision of the Replacement Services.
3.2
Supplier shall at Schlumberger's request, and with the co-operation of Schlumberger, use all reasonable
endeavors to procure the novation or assignment to Schlumberger and/or Replacement Supplier of the
Transferring Contracts.
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3.3
Schlumberger shall:
a)
accept assignments from Supplier or join with Supplier in procuring a novation of each Transferring
Contract; and
b) once a Transferring Contract is novated or re-assigned to Schlumberger or the Replacement Supplier,
Schlumberger shall carry out, perform and discharge all the obligations and liabilities created by or
arising under that Transferring Contract and exercise its rights arising under that Transferring
Contract or, as applicable, procure that the Replacement Supplier does the same.
3.4
Supplier shall Indemnify (or the Replacement Supplier, as applicable) harmless from and against any loss,
liability and cost arising out of any claims made by a party to a Transferring Contract which is assigned or
novated to Schlumberger (or Replacement Supplier) pursuant to Paragraph 0 of this Exhibit J in relation to
any matters arising prior to the date of such assignment or novation.
3.5
The Parties shall use all reasonable endeavors to comply with all reasonable instructions from the other
Party with regards to the arrangements relating to the Service Transfer provided that each Party uses all
reasonable endeavors to mitigate any losses which the other Party may incur as a result of the Service
Transfer.
3.6
Notwithstanding the Charges owed to Supplier in accordance with Exhibit D, as soon as practicable,
Schlumberger shall pay and shall ensure that its nominee or the Replacement Supplier pay any losses, fees,
costs (including legal costs) and expenses incurred by Supplier during the execution of the Exit Plan,
including but not limited to those related to the Transferring Contracts.
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EXHIBIT K - ADMINISTRATION PROCEDURES
Due to diversity of business systems within Schlumberger as well as variety of services offered by Supplier, Orders
may be issued to through various mechanisms.
1.
ORDERS






2.
Orders will be issued to Supplier through various Schlumberger business systems, based on mutually
agreed specifications.
The Order describes specific services, work tasks, deliverables and timeline Supplier is required to
perform for a special project.
Supplier will reply to the sender of an Order the same day.
The Order shall reference and be governed by the terms of this Agreement.
Invoicing instructions will be shown on the Order (e.g., billing address, accounting references).
Wrong billing information details in Supplier’s invoices will result in systematic invoice rejections from
accounts payable or outsourcing provider, Accenture.
VENDOR MANAGED SYSTEM REQUISITION (VMS PO)




3.
Requisition for Services may be received by Supplier through use of a third party Vendor Managed System
(VMS).
Terms and condition for use of that system must be agreed to by Supplier.
Invoicing instructions will be provided to Supplier by VMS service provider.
Wrong billing information details in Supplier’s invoices will result in systematic invoice rejections from
accounts payable or outsourcing provider, Accenture.
OTHER (NON-PO)





Non-POs are used when charges cannot be correctly estimated before service completion.
A Non-PO form shall be sent by Schlumberger’s requester to Supplier in writing (e-mail, fax) and shall be
acknowledged by Supplier on the same day.
The Non-PO shall be governed by this Agreement.
Invoices related to Non-POs will be sent according to billing information provided by the requester.
Supplier should always seek billing information details from the requester before invoicing
Wrong billing information details in Supplier’s invoices will result in systematic invoice rejections from
accounts payable or outsourcing provider, Accenture.
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EXHIBIT L – DRIVING POLICY
Driving is the activity that presents the greatest potential risk for accidents in Schlumberger. To minimize this risk
and ensure that worldwide standards for driving qualification and practices are followed, this driving policy applies
to all Schlumberger organizations. This policy also provides the foundation for building a driver improvement
program. The following shall be implemented in all locations. Journey management and driving standards shall
document details of the requirements in each program. For any organization, not compliant with this policy,
management shall produce a time bound implementation plan.
Driver Training and Qualification
Only approved personnel and contractors are allowed to drive vehicles on behalf of Schlumberger, including
company-owned or leased vehicles, vehicles rented for business purposes and when claiming kilometer/mileage
allowance. Approval is granted to drivers who have taken defensive driving training every three years and
commentary driver training annually. These training programs must be documented.
Seat Belts
As a condition of employment, all employees and contractors must wear seat belts at all times when driving a
vehicle, and they must ensure that all other vehicle occupants are also wearing seat belts.
Journey Management
All locations shall have in place an active journey management program that complies with the applicable
standard. Each location's journey management program shall address all local driving conditions and identified
risks.
Substance Abuse
Driving a vehicle while under the influence of alcohol or any drugs or narcotics is strictly prohibited and subject to
disciplinary action including termination as stated in the Schlumberger Substance Abuse Policy.
Driver Improvement Monitors
An approved driver improvement monitor shall be installed in all vehicles designed for road use that are owned,
leased or subcontracted by Schlumberger. All locations shall adopt a program for regularly reviewing the data
gathered by the monitors and using that data to continually improve driver skills. Management must be actively
involved in the implementation of this program.
Cellular Phone
Drivers should neither initiate nor answer a cellular phone call or message whilst driving a vehicle, regardless of
whether a hands free device is available or not. Cellular phones may be left on during a trip to alert the driver of
an incoming call or message, however the vehicle must be brought to a complete and safe stop before responding.
Disciplinary Action
Violations of this policy can result in disciplinary action.
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EXHIBIT M – IMMIGRATION COMPLIANCE POLICY
Schlumberger operates in more than eighty countries throughout the world, and the ongoing nature and demands
of our operations in these countries require that Schlumberger understands and abides by local immigration
requirements.
Schlumberger employees must strictly comply with all applicable immigration and other related laws and
regulations in all countries where the Company operates.
Immigration Compliance Programs shall be maintained to ensure that all travel, transfers, employment and
residence of employees, dependents and Workers for whom Schlumberger is responsible, comply with applicable
immigration laws and regulations and that all necessary Governmental authorizations for the lawful entry and
presence of such persons are obtained. Area management has the primary responsibility for developing and
implementing Immigration Compliance Programs and procedures. The Personnel and Legal Departments are
responsible for the management and control of immigration matters, including all visa activities.
All Schlumberger employees involved in the international movement of personnel must familiarize themselves
and carry out their responsibilities in accordance with the Company's Immigration Compliance Programs. Such
employees shall be provided with the necessary training and required knowledge of the relevant immigration laws
and regulations. In addition, Schlumberger employees shall cooperate fully with all immigration compliance
activities, including audits and reviews.
Violation of immigration laws or regulations can subject Schlumberger and individual employees to civil and
criminal liability. Any violation of this Policy may also subject the employee to disciplinary action.
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EXHIBIT N – SUBSTANCE ABUSE POLICY
Schlumberger has the responsibility to maintain a safe and productive work environment free from the adverse
effect of alcohol, controlled substances and drugs. Employees who work while under the influence of alcohol,
controlled substances or drugs present a risk to co-workers, Schlumberger assets, the community and themselves.
Therefore it is Schlumberger policy that any person impaired by the use of alcohol, controlled substances or drugs
is prohibited from entering Schlumberger facilities, engaging in Schlumberger business or operating Schlumberger
equipment. Also, trading and illegal or unauthorized use or possession of alcohol, control substances and drugs is
strictly prohibited while on Schlumberger premises or engaged in Schlumberger business.
Exceptions
This policy does not apply to:
 The use of prescribed drugs provided these do not affect the person's ability to perform his/her duties in
a safe and productive manner
 The moderate and responsible consumption of alcohol on non-operational premises or at Company
business or social functions or in connection with business travel or entertainment if local law and
customs permit, and if allowed by, and under the control of, local Management.
Searches and Tests
Schlumberger reserves the right to conduct at the work site or at the point of departure to, or return from, the
work site, in an appropriate manner and without prior announcement, searches of the personal effects, lockers,
vehicles and quarters of any person subject to this policy and/or tests of employees, agents and subcontractors.
In particular such searches or tests shall be conducted under, but not limited to, the following circumstances:
 Pre-employment or re-employment
 After an accident
 Reasonable suspicion
 Compliance with law or regulation
 Under a client program
 After a rehabilitation program
Employee Assistance Program
Schlumberger offers employee access to a substance abuse Employee Assistance Program (EAP). It is a self-referral
program and operated on a strictly confidential basis through the Schlumberger medical organization.
In order to avoid disciplinary action, the EAP must be requested prior to discovery of possession or a positive test.
Disciplinary Action
Anybody who refuses to submit to a search or test or is found in violation of the above policy shall be subject to
applicable lawful disciplinary action and/or removal from Schlumberger property.
Laws and regulations
This policy must be administered and enforced in accordance with applicable laws. In the event of a conflict
between any provisions of this policy and applicable laws, the applicable laws shall apply.
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EXHIBIT O – TRAVEL POLICY AND SUPPLIER TRAVEL GUIDELINES OR OTHER MISCELLANEOUS COSTS
TRAVEL POLICY. This travel policy applies to all reimbursable travel conducted by employees, full-time and parttime, of Schlumberger and majority-owned entities. This includes reimbursable travel conducted by consultants,
contractors, interns and potential recruits.
The objective of this policy is to ensure that all travel in Schlumberger is executed in a safe, cost-effective,
controlled and ethical manner.
Travel Management
All business travel for external consultants or contractors must follow the Schlumberger Travel Approval Process
irrespective of whether the reservation is made through Schlumberger Approved Travel Agencies or directly by
the Supplier. Details on travel reservation requirements will be stated in the Order.
Travel Approvals
All business travel must be approved, pre-facto and in writing, by the travelers’ Schlumberger immediate line
supervisor. Email is acceptable. The Travel agency is not responsible for verifying this approval.
Class of Service
Economy class airline travel is only authorized for external consultant or contractor, irrespective if the reservation
is made through Schlumberger travel agent or directly by the consultant or contractor company.
Travelers may use personal frequent flyer points to upgrade to business or first class as long as this does not
necessitate the purchase of ‘full fare economy’ tickets when cheaper economy fares are available. The purchase
of ‘Restricted’ tickets (nonrefundable, penalty for changes, etc.), if their cost is below ‘full economy’, is
encouraged.
Rail travel in first class is permitted with the exception of Eurostar Business Premier. Business unit managers and
controllers have the right to restrict class of service travel privileges on a local basis as necessary.
Rental Cars
Travelers should book a rental car no larger than mid-size unless the car in the authorized category is not available
or an upgrade can be obtained at no extra cost to the company. (*Class B or C in Europe). A full size vehicle may
be used when more than 2 employees are traveling together.
Hotels
Travelers are entitled to stay in a single room with a private bath at a preferred hotel chain. Travelers may accept
room upgrades if the upgrade is at no additional cost to the company. Travelers are responsible for ensuring that
unrequired hotel rooms are cancelled. Travelers will be held responsible and Schlumberger will not reimburse for
"no-show" charges unless there is sufficient proof that the billing is in error or that advance cancellation was
impossible.
Exceptions
Exceptions to any of the above dispositions will only be applicable to individuals and will have to be approved in
advance by the relevant Schlumberger Supply Chain or Human Resource contact.
Implementation
It is the responsibility of the Supplier to ensure that this policy is implemented in relation to Schlumberger travel
throughout their organization effective immediately.
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SUPPLIER TRAVEL GUIDELINES OR OTHER MISCELLANEOUS COSTS
For travel that Schlumberger has agreed to pay for as part of the Agreement or an Order (“Business Travel”), this
travel guidelines shall apply. Schlumberger will only reimburse actual travel and associated costs (“Travel Costs”)
that comply with this Exhibit.
1. Travel Approval
All Business Travel must be pre-approved in writing by Schlumberger.
In the event Supplier reasonably believes that Schlumberger’s failure to approve a business trip and/or related
costs will have an adverse impact on Supplier’s ability to perform the Services in a timely manner, Supplier shall
notify Schlumberger in writing of the reasons for such belief and identify the impact on the Services and or costs
that such refusal may have.
2. Travel Costs within, or to Home Location will not be subject to reimbursement.
Home Location is defined as the city or metropolitan area in which the individual is: (a) considered by Supplier to
be stationed on a permanent or temporary basis; or (b) where the individual resides.
No lodging, meals or other miscellaneous costs are reimbursable.
3.
Travel Costs outside of Home Location
3.1. Travel by Air Only Economy class airline travels will be reimbursed.
3.2. Other Travel means Preference shall be given to public transportation (taxi, bus, rail or air).
Reimbursement rates will be based on Schlumberger employees’ reimbursement for Business Travel.
3.3. Hotels Unless Supplier has a lower rate available, Supplier shall request Schlumberger’s rate if available.
If Schlumberger’s or Supplier’s rates are not available, Supplier will seek competitive lodging rates; Hotel
rooms shall be standard hotel rooms when available. Supplier shall be responsible for cancelling hotel
reservation that is no longer required due to changes in itinerary and Schlumberger will not reimburse
any charges that the exercise of reasonable prudence would have avoided. Schlumberger will reimburse
reasonable miscellaneous charges for Internet, business office, copies and supplies and similar charges
when used for the Services only.
Notwithstanding the aforementioned, Travel Costs outside of Home Location will not be reimbursed by
Schlumberger if travel arrangements are to be made by Schlumberger but Supplier elects to travel by alternative
means.
4.
Travel Costs reimbursement. Supplier shall provide copies of receipts for purchase of air, rail or bus tickets,
lodging and any other documentation reasonably required to support review and approve the Travel Costs. If
the lowest airfare was declined, copy of the approval, and the justification for declining such lowest airfare
will be required.
5.
Exceptions In the event that any deviation from this travel guidelines is required due to local security or
business concerns, Supplier shall notify Schlumberger of the circumstances and nature of such concerns and
both Parties will agree to alternative arrangements. Any other exceptions shall be pre-approved, in writing by
Schlumberger.
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