MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT ("MOA") is entered into this 06TH day of March, 2020

Between

BRIDGSITE NIGERIA LIMITED, a limited liability company incorporated under the laws of the
Federal Republic of Nigeria, having its operational office at No. 3 ACT Street, km 16 Port
Harcourt/Aba Expressway behind Best Western Premier Hotel, Port Harcourt, Rivers
(hereinafter referred to as "BRIDGSITE" which expression shall, where the context so admits,
include its successors-in-title and assigns) of the one part.

AND

EDEMAC SERVICES TECHNOLOGY LIMITED, a limited liability company incorporated under the
laws of the Federal Republic of Nigeria and having its operational office at Elelenwo Industrial
Layout, Km 17 Port Harcourt/Aba Expressway (Boskel Road), Port Harcourt, Rivers State
(hereinafter referred to as "ESTL" which expression shall, where the context so admits, include
its successors-in-title and assigns) of the other part;

BRIDGSITE and ESTL are hereinafter individually referred to as the "PARTY" and collectively as
the "PARTIES".

WHEREAS

A. Nigerian Petroleum Development Company (NPDC) Limited (hereinafter referred to as

“the CLIENT”) has issued an invitation to tender for PROVISION OF QUALITY
ASSURANCE AND QUALITY CONTROL CONSTRUCTION OF EGBEMA WEST DUMPFLOOD
CANDIDATE WELLS 17T AND 20T FLOWLINES IN OML 20 (hereinafter referred to as “the
CONTRACT”) and is willing to receive the tender in this regard.
B. BRIDGSITE intends to submit technical and commercial proposal for the execution of the
contract through bidding, and in case of award of the resulting from the bid, shall
engage ESTL to carry out the following services under the conditions set forth in this
MOA;

o Provision of Four (4) Nos. ASNT Level II Technicians for sixty (60) days.
o Interpretation of X-ray films of welded joints made during welders’ pre-
qualification test.
o Interpretation of X-ray films for 1,120 welded pipe joints of 4.5" API 5L Grade B
Sch. 40 line pipes.
o Interpretation of X-ray films required for the hook-up and tie-in construction
works.
o Interpretation of X-ray films for all welded fittings.
 o Carry out Holiday Detector Tests for all Field Coated Weld Joints.
Inspection/supervision of all activities associated with the flushing and hydro-
testing of the pipelines and valves required for complete hook-up in accordance
with ASME B31.4.
o Provision for submission of daily, weekly and monthly reports of all activities
carried out on site, and for three copies of project close out report (both bound
hard copies and soft copies in CD-ROM)

C. ESTL shall ensure that the services to be provided meet international codes and
standards, requirements and specification of the CLIENT.
D. This MOA sets forth the framework for the development of a mutually beneficial
relationship between the Parties and the intention of the Parties as outlined in the
preliminary discussions.

NOW THIS MEMORANDUM OF AGREEMENT WITNESSES as follows:

1. PURPOSE
This MOA is in place to spell out the terms and conditions under which ESTL shall execute the WORK.

2. COMMENCEMENT AND DURATION

This MOA shall commence and take effect from the date of this agreement hereinabove and shall
subsequently remain in full force and effect except determined in the manner and circumstance
hereinafter specified.

3. UNDERTAKINGS OF PARTIES
3.1 The Parties are committed to the development of a mutually beneficial relationship with a view to
promoting the Nigerian Content requirements.
3.2 ESTL hereby declares and warrants that it has the required capabilities to execute the WORKS in
accordance with the PROJECT requirements and with the principles contained in this MOA hereto.

4. DEFINITE AGREEMENT
a. In case the CLIENT awards the CONTRACT to BRIDGSITE, and provided that:
a. ESTL provides a competitive commercial price to BRIDGSITE;
b. ESTL delivery time meets the project schedule requirements;
c. ESTL meets the CLIENT specifications and other technical requirements;
d. ESTL meets the Nigerian Content requirements;
e. ESTL meets project guarantee requirements;

Then BRIDGSITE may enter into a Definitive Agreement with ESTL (the "AGREEMENT") for the provision
of the WORK. Provided that the AGREEMENT shall be based on the terms and conditions of this MOA
and shall reflect on back to back basis the provisions of the CONTRACT, to the extent applicable.
4.2 For the avoidance of doubt, ESTL Shall have no right of action against BRIDGSITE in the
event that BRIDGSITE, for the purpose of executing the PROJECT, engages a third party to
execute the WORK where ESTL fails to meet the conditions in Clause 4.1 above.

5. RESPONSIBILITIES AND LIABILITIES

The PARTIES shall not be liable towards each other for any indirect and consequential loss or damages of
any kind, nor for loss of revenues, loss of profit, loss of production, loss of contracts, loss of business or
business interruption and the like in any manner or form arising from the execution of this MOA under
any theory of law.

6. TERMINATION

6.1 This MOA may be terminated by either PARTY on the occurrence of any of the following events:
6.1.1 Where the PROJECT is cancelled by the CLIENT
6.1.2 Where the PROJECT is awarded to a third party.
6.1.3 Where the MOA is terminated by the mutual agreement of the PARTIES.
6.1.4 Where the MOA is superseded by another instrument duly executed by the PARTIES.
6.1.5 Where the CLIENT does not approve ESTL as vendor for the scope of work under this MOA.
6.1.6 Where ESTL fails to provide suitable guarantee in line with the requirements of BRIDGSITE
from a First Class Bank approved by BRIDGSITE.
6.1.7 Where ESTL fails to provide an offer competitive, complete, detailed and fully in accordance
with PROJECT requirements as defined in the CONTRACT
6.1.8 Where ESTL is not engaged in the CONTRACT as a result of ESTL’s failure to fulfill the
conditions in Clause 4.1.
6.2 The termination of this MOA shall take effect within five (5) days from the date of receipt by either
PARTY of the other's written notice of termination.
6.3 The termination of this MOA shall not operate as a waiver of any breach thereto of any of the
provisions hereof and shall be without prejudice to any rights liabilities or obligations of either PARTY
which may arise at law as a consequence of such breach or which may have accrued up to the date of
such suspension, termination or expiry

7. NOTICES
7.1 Any notice, instruction, consent or other documents to be given for the purposes of this MOA shall
be in writing and shall be deemed to be effectively given to the representative of the other PARTY upon
receipt:

(i) if delivered personally,

Or

(ii) if sent by prepaid registered mail (airmail if international) with return receipt requested,

Or

(iii) if transmitted via email; provided that if transmittal takes place after normal business hours, notice
shall be deemed given on the opening of business on the following business day,
7.2 The addresses for service of any notice hereof shall be
BRIDGSITE NIGERIA LIMITED
No 3 ACT Street, Km 16 Phc/Aba Expressway, Behind Best Western Premier Hotel Port Harcourt
Attention: Engr. Chilaka Ugorji Managing Director
info@bridgsitelimited .com
+234(0)8036802759

ESTL
Elelenwo Industrial Layout Km
17 Port Harcourt/Aba Expressway (Boskel Road), Port Harcourt
Attention: Emmanuel Mbat
Managing Director
Edemac.tech@yahoo.com
08037077247

8. GOVERNING LAW
This MOA and all matters incidental thereto shall be governed and construed in accordance with the
laws of the Federal Republic of Nigeria.

9. ASSIGNMENT
This MOA, or any right or obligation hereof, shall not be assignable wholly or in part by any PARTY
hereto to a third party, other than its affiliates, without the prior written consent of the other PARTY.

10. ARBITRATION
Any dispute arising out of or in connection with this Agreement, including its interpretation which
cannot be amicably resolved between the Parties within thirty (30) days after the occurrence of such
dispute shall be referred for arbitration in accordance with the provisions of the Arbitration and
Conciliation Act Cap A18, Laws of the Federation and Nigeria, 2004 or any statutory modification or re-
enactment thereof. Arbitral Proceedings shall be held in Lagos, Nigeria and the determination of such
dispute or disputes shall be by a single Arbitrator appointed jointly by the Parties. Where Parties fail to
concur on the appointment of an Arbitrator within fourteen (14) days of such nomination by either
Party, the Arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators UK,
Nigerian Branch upon application to him by either Party. The language of the proceedings shall be
English and the award of the Arbitrator so appointed shall be final and binding on the Parties.

11. BUSINESS ETHICS

11.1 The PARTIES shall comply with the provisions of all applicable anti-bribery laws and regulations
which the PARTIES are subject to (hereinafter the "Anti-Corruption Laws").
11.2 The PARTIES respectively acknowledge, represent and warrant that:
(a) they have a comprehensive anti-corruption policy;
(b) they shall not appoint as a Principal (Le. director and key officers) a public official directly or indirectly
related to the PROJECT;
(c) the decisions concerning the conclusion of agreements with, or otherwise the use or engagement of,
intermediaries or business partners that will act on behalf of the PARTIES with respect to activities
relating to obtaining regulatory approvals, or dealing with a public entity or a public official on behalf of
the PARTIES shall be subject to the proper authorization of the PARTIES;
(d) Either PARTY shall have the right to audit the compliance of the above requirements by the other
PARTY.
(e) Each Party shall have the right to terminate this MOA and the AGREEMENT in case of non-
compliance or breach of whatsoever nature of the above principles. In case of any such breach the
defaulting Party shall indemnify and hold harmless the non-defaulting Party for any and all costs,
damages and expenses.
A detailed provision shall be included in the AGREEMENT to confirm the above commitments.
11.3 Each PARTY declares that its activities under this MOA shall in no case imply unacceptable risks to
people or the environment and undertakes to manage and mitigate these risks in its every day
operational activities. If local requirements and standards do not exist or are inadequate to manage the
above risks, the PARTIES agree to operate in accordance with relevant internationally accepted best
practices

IN WITNESS WHEREOF the parties hereto have executed this MOA in the manner hereinafter appearing
the date and year first above mentioned.

For: BRIDGSITE NIG LTD For: EDEMAC SERVICES TECHNOLOGY LIMITED