CONTRACT FOR DEVELOPMENT OF THE CONCEPT OF TRANSPORTATION OF OVERSIZED EQUIPMENT TO THE SITE No... /PDH/2017 entered into on...

Transcription

1 CONTRACT FOR DEVELOPMENT OF THE CONCEPT OF TRANSPORTATION OF OVERSIZED EQUIPMENT TO THE SITE No.... /PDH/2017 entered into on... by and between: having its registered office: in Police Company's address: Entered in: the Register of Entrepreneurs kept by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, KRS No.: share capital / paid-up capital: PLN 180,000, NIP (Tax Identification Number): REGON (Statistical Identification Number): hereinafter referred to as the "EMPLOYER" or "PDH", represented by: and having its registered office: in... Address:... Entered in: the Register of Entrepreneurs kept by the District Court,... Commercial Division of the National Court Register under number... / Central Registration and Information on Business. NIP (Tax Identification Number): REGON (Statistical Identification Number): hereinafter referred to as the "CONTRACTOR", represented by: having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 1 of 17

2 1 DEFINITIONS For the purpose of interpreting this Contract, it is agreed that the following words and phrases shall have the following meaning: 1) GA Police company incorporated under the laws of Poland, operating under the name of Grupa Azoty Zakłady Chemiczne "Police" S.A., having its registered office in Police, ul. Kuźnicka 1, postal code , entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, KRS No.: , NIP (Tax Identification Number): , REGON (Statistical Identification Number): , share capital and paid-up capital: PLN 750,000, ) Concept entire documentation comprising the concept of transport of oversized loads to the area where the Project is to be constructed, to be prepared by the Contractor in accordance with the Contract, including in particular in the scope indicated in Appendix No. 2 to the Contract. 3) ICB Indicative Cost Breakdown to be drawn up by the Contractor in accordance with the Contract, including in particular in the scope indicated in Appendix No. 2 to the Contract. 4) Project investment project entitled: "Polimery Police", involving the construction of a plant for production of propylene based on propane, a plant for production of polypropylene together with auxiliary systems and connections between facilities as well as a transfer and storage terminal in Police, the detailed scope of which is described in Appendix No.1 to the Contract. 5) Subject of the Contract total scope of the Contractor's works and the results of its works performed under this Contract. 2 SUBJECT OF THE CONTRACT 1. The Subject of this Contract is to develop the Concept, including the ICB, by the Contractor, in Polish and English for the needs of the Project. A detailed description of the Subject of the Contract is defined in Appendix No. 2 to the Contract. 2. The Subject of the Contract will be executed in accordance with the requirements specified in the Contract, the provisions of law and administrative decisions concerning the Project, the internal regulations, requirements and specifications of the Employer and the documents and information provided by the Employer, in particular the ones specified in section 3; however, it shall not treat any information provided by the Employer as complete and correct without prior verification. 3. At the stage of the Contract performance, the Employer shall provide the Contractor with the following documents in particular: a) Navigation Analysis for the Terminal and Gunica River Channel, b) Geoengineering documentation for the investment project site within the scope in possession (if required), c) Digital map of the investment project site, d) Internal regulations, requirements and specifications of the Employer, e) Other documentation relevant for the performance of the Contract. 4. The Employer represents and the Contractor acknowledges that the Concept shall be the basis for submitting a bid by the entities applying for the performance of the Project EPC contract. having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 2 of 17

3 5. The scope of services to be provided by the Contractor shall include all the works required for the provision of the complete service involving the preparation of the complete Concept to make it possible to implement the Project. 6. The Contractor represents that it has the necessary knowledge and skills to perform the Subject of the Contract and undertakes to perform the Subject of the Contract with due diligence and accuracy and in accordance with applicable laws. 7. The Contractor shall provide qualified personnel with the necessary qualifications, training and experience in performing the works constituting the Subject of the Contract. 8. The Employer shall inform and the Contractor shall acknowledge and accepts that the Employer is a subsidiary of GA Police. 9. The Parties allow the possibility of performing additional works not covered by the Subject of the Contract, provided that the Parties have previously agreed in writing to the scope of such additional works and the remuneration for it under pain of nullity. The Contractor shall not be entitled to receive any remuneration for additional works performed by the Contractor without a written order to perform them or without agreeing their scope and remuneration, and such works shall be treated as performed as part of the implementation of the purpose for which this Contract has been concluded and covered by the lump sum remuneration referred to in 7 of the Contract. 3 OBLIGATIONS OF THE PARTIES 1. During the fulfillment of the contractual obligations, the Contractor undertakes to cooperate with the Employer's representatives or the persons designated by the Employer in order to properly perform the Subject of the Contract. 2. Obligations of the Contractor include: 1) while staying on the premises of the Employer, GA Police or Zarząd Morskiego Portu Police sp. z o.o. ("ZMPP") strict compliance with the regulations of the Employer, GA Police and ZMPP, in particular in the area of occupational health and safety, fire safety, other hazards present on the plant premises and the ID card system, as specified by the Employer's Representative or a representative of GA Police; 2) performance of the Subject of the Contract with due diligence that can be reasonably expected from suitably qualified and experienced contractors in the provision of services of similar scope, type, nature and complexity; 3) compliance with applicable fire protection, OH&S and environmental protection regulations; 4) ongoing cooperation with the Employer; 5) ensuring that a concluded third party liability insurance contract covering business activity for a sum insured not less than PLN 500,000 for each event and all events is valid all the time during the term of this Contract and during the guarantee period. The insurance coverage shall include personal injuries, property damage and consequences thereof. The territorial range of insurance coverage should cover all areas where the Contract is to be performed. At the date of signing this Contract, the Contractor shall provide the Employer with the relevant insurance contract (policy or another document confirming the possession of the insurance in question), including a proof of payment of the required insurance premium, in the original and a Contractor-certified true copy, which shall be kept by the Employer and is attached as Appendix to this Contract. In the event of having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 3 of 17

4 failure to meet this obligation, the Employer may: not let the Contractor perform the Subject of the Contract and withdraw from the Contract for reasons attributable to the Contractor and also impose a contractual penalty in accordance with the relevant provisions of the Contract. The Contractor shall be fully liable for any consequences resulting from the failure to pay premiums during the implementation of the Subject of the Contract. In the event of expiry of the validity of the policy or the document confirming the possession of the insurance in question during the performance of the Contract, the Contractor is obliged to immediately yet not later than 7 days before the last day of the validity of the previous policy or document confirming the possession of the insurance provide the Employer with the original or a Contractor-certified true copy of the renewed policy or document confirming the possession of the insurance in question. In the event of failure to meet this obligation, the Employer may withdraw from the Contract and impose a contractual penalty in accordance with the relevant provisions of the Contract. In the event of failure to produce the insurance contracts required under the Contract by the Contractor within the required deadlines, the Employer shall also have the right without prejudice to other rights enjoyed by the Employer under the Contract to conclude all insurance contracts required under the Contract at the Contractor's expense, which shall be admitted by the Contractor. In such case, the Employer shall notify the Contractor 7 days in advance of the terms and conditions and costs of the adopted solutions which will be deducted from the Contractor's remuneration; 6) participation in meetings in the Employer's offices in accordance with justified requirements of the Employer. The Contractor shall participate in particular in the following meetings: a) implementation meeting which will take place within 5 business days of the conclusion of the Contract and will be aimed in particular at present introducing the teams to each other and organizing the work flow of each Party and explaining the questions and comments of the Contractor, b) review meetings on the monitoring of work progress, held at the Employer's request throughout the Contract validity period. Review meetings shall take place within the deadlines that will be notified to the Contractor by the Employer in each case at least two business days in advance. For the avoidance of doubt, any costs incurred in attending these meetings incurred by the employees of the Contractor and its subcontractors shall be borne by the Contractor and shall be included in the amount of the remuneration due to it, 3. During a guarantee, the Contractor shall provide the Employer, at its potential request, with advice and clarifications related to the Concept delivered by the Contractor, as well as any modifications made thereto. 4. Obligations of the Employer include: 1) ongoing cooperation with the Contractor; 2) provision to the Contractor of the documents, representations, information and explanations necessary for the performance of the Subject of the Contract within the deadlines agreed on with the Contractor, but the deadlines for the submission of such documents must be determined in such a way that their compliance is possible and does not disorganize the work in the Employer's enterprise; 3) performance of the acts specified in the Contract and associated with the acceptance of the Subject of the Contract; having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 4 of 17

5 4) payment of the agreed remuneration. 4 COMPLETION DATE 1. The deadlines for the performance of the Subject of the Contract shall be defined as follows: 1) commencement of the performance of the Subject of the Contract: on the date of signing this Contract by both Parties; 2) performance of the Subject of the Contract in the scope of the Concept April 20, 2018; 3) performance of the Subject of the Contract in the scope of the ICB April 30, The date of performance of the Subject of the Contract shall be deemed the date of Employer's acceptance of the complete and faultless documentation covered by the Subject of the Contract. 3. Any amendments of the deadlines referred to in this paragraph shall require the Parties to sign an annex to the Contract. 5 PERFORMANCE OF WORKS 1. The Contractor shall perform the Subject of this Contract personally, unless it is necessary to engage subcontractors for its proper performance however, in such case, the Contractor shall obtain the Employer's consent to subcontract the works. Such consent shall be granted prior to subcontracting and shall be made in writing under pain of nullity. The Contractor shall not bear any financial liability towards the subcontractor, which shall be ensured by the Contractor by submitting representations submitted by the subcontractors in writing. In the case of failure to submit the above-mentioned representation within 5 days from the date of notifying the intention to subcontract works, it is assumed that the Employer does not agree to the subcontracting. 2. The remuneration of the subcontractors shall be included in the lump sum remuneration referred to in 7 section 1. Any settlement of the Contractor with its subcontractors must be made only by the above-mentioned entities, excluding the Employer. 3. The Contractor shall be fully responsible to the Employer for the works performed by or with the use of the subcontractors and shall be liable for the actions and omissions of its subcontractors as for its own actions and omissions. 4. Should it turn out that, in connection with the performance of the Contract by the Contractor, a third party makes claims against the Employer, the Contractor represents that, upon notification by the Employer, it shall promptly proceed to clarify the matter and shall oppose such claims at its own expense and risk and shall settle all reasonable claims of third parties and, in the event of awarding such claims to be paid by the Employer, the Contractor shall reimburse the Employer for all claims and all related expenses and charges covered by it, including court costs and legal assistance costs. 5. The Parties agree that matters that do not require the simultaneous physical presence of representatives of both Parties in the Employer's registered office shall be agreed upon remotely through audiovisual or telephone conferences, telephone conversations or by electronic or traditional correspondence. 6. The Contractor is obliged to inform the Employer about the progress of work in the form of reports written in Polish or English once every two weeks. In addition, the Contractor undertakes to prepare having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 5 of 17

6 a final written report on the performance of the Subject of the Contract in Polish or in bilingual version, in Polish and in English, as agreed by the Parties, and to submit it to the Employer. 7. The Contractor shall be fully liable towards third parties for any negative consequences associated with the performance of the works related to the Subject of the Contract. The Contractor's liability shall also apply to any environmental damage. 8. The documentation developed by the Contractor under the Contract shall be prepared and delivered by the Contractor in the following forms: 1) in printed form in triplicate; 2) in electronic form on a write-once CD/DVD/Blu-Ray, and all materials should be in PDF format and in an editable version: Word or Excel. 6 ACCEPTANCES 1. It is agreed that the Parties shall carry out an acceptance of the Subject of the Contract, confirmed by a written acceptance certificate. 2. The place of acceptance shall be each time the registered office of the Employer, i.e.,, Poland. 3. The following acceptance schedule for the Subject of the Contract shall be agreed: a) partial acceptance after the performance of the Concept; b) final acceptance after the performance of the ICB. 4. Together with the documentation to be submitted by the Contractor, the Contractor shall submit a representation in writing that the documentation has been performed in accordance with the Contract, the applicable regulations, standards, guidelines and rules of technical knowledge and that it has been delivered in a complete condition from the point of view of the purpose for which it is intended. 5. Should the Employer receive incomplete or defective documentation, it may demand that the defects be rectified free of charge within the deadline set for the Contractor irrespective of the amount of associated costs. 6. If, during the acceptance of the works, defects are identified that involve inconsistencies in the works performed with the content of this Contract, the Employer shall have the following rights: 1) if the defects are appropriate for being rectified, the Employer may refuse the acceptance until the defect is rectified and, subject to the right to impose contractual penalties, set an appropriate deadline to this effect for the Contractor; 2) if defects are not appropriate for being rectified: a) if they do not prevent the intended use of the finished Subject of the Contract the Employer may complete the acceptance and lower the Contractor's remuneration accordingly, b) if they prevent the intended use of the finished Subject of the Contract the Employer, without withdrawing from the Contract, while retaining the right to charge contractual penalties, may demand that the Contract be performed repeatedly and set an appropriate deadline for the Contractor, c) The Employer may withdraw from the Contract within 30 days of the date of identifying the defects, while retaining the right to impose contractual penalties and contract a third party to perform the Subject of the Contract at the Contractor's expense and risk. having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 6 of 17

7 7. The Contractor shall not refuse to rectify any defects irrespective of the associated costs, provided that such defects result from the fault of the Contractor. 8. If the Contractor fails to appear to draw up or sign the acceptance certificate within the deadline specified by the Employer, the Employer shall draw up such a certificate unilaterally on its own and inform the Contractor about this fact as well as request it to rectify the defects or irregularities or nonconformities within the deadlines indicated in the certificate. 9. If the Contractor refuses to rectify the identified defects or irregularities or nonconformities within the specified deadline or fails to rectify them within the deadline specified by the Employer, the Employer, at its sole discretion, may entrust the rectification of the defects or the repeated performance of the Subject of the Contract to another entity at the Contractor's expense and risk or to withdraw from the Contract due to the fault of the Contractor without setting an additional deadline within 30 days from the date of receiving refusal or expiry of the deadline set for the rectification of the defects. 7 REMUNERATION CONDITIONS 1. The Parties agree on a lump-sum remuneration in the net amount of PLN... + VAT (PLN... 00/100 + VAT). 2. The remuneration referred to in section 1 shall be payable after complete, defect-free performance of the Subject of the Contract in accordance with the Contract and its acceptance by the Employer. 3. The remuneration referred to in section 1 shall include all price components necessary for proper performance of the Subject of the Contract and all obligations arising therefrom, including in particular the costs of travel, use of equipment, insurance, as well as the costs of accommodation, board and stay of the Contractor's employees and any risks resulting from circumstances that could not have been foreseen at the time of submission of the bid. Failure to include the above-mentioned components by the Contractor in the price offered by it shall not constitute grounds for the Employer to incur any additional costs at a later date. 4. The Contractor represents that the amount due for the performance of the Subject of the Contract has been determined on the basis of information obtained from the Employer and the Contractor's own experience and knowledge. The Contractor represents that the information obtained is sufficient for the correct estimation of the amounts due for the performance of the Subject of the Contract. The Contractor represents that it shall not make any claims for underestimation of the amounts due for the performance of the Subject of the Contract. 5. If the Contractor is not paid in full or in part by the payment deadline, the Employer shall pay statutory interest for the outstanding amount. having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 7 of 17

8 8 SETTLEMENT CONDITIONS 1. Settlement of the remuneration for the performance of this Contract shall be made on the basis of an invoice issued by the Contractor after the date of signing the final acceptance certificate by the Employer and the Contractor. The invoice shall be rejected, unless this certificate is attached to the invoice in the original. 2. The Subject of the Contract performed by the Contractor must meet the requirements specified in the Contract. In the case of delay in the performance of the Subject of the Contract in relation to contractual deadlines or in the case of defects in the performance of the Subject of the Contract, the Employer shall be entitled to retain such part of the Contractor's remuneration, including the suspension of payment of the invoice that will be sufficient to cover the costs of rectifying such defects or completing the works delayed for reasons attributable to the Contractor by the Employer or a third party. The Employer shall be entitled to suspend the Contractor's remuneration until the defect has been rectified or the works delayed for reasons attributable to the Contractor has been completed. The amount of the retained remuneration shall be determined unilaterally by the Employer, and the Contractor shall be informed about it. 3. The payment deadline for invoices shall be 30 days. The payment deadline shall be calculated from the date of delivery to the Employer of the invoice that has been issued in accordance with this Contract submitted with the acceptance certificate attached hereto:. The date of submission of the transfer order at the Employer's bank shall be deemed the payment date. 4. The invoice shall be issued in accordance with the applicable provisions of law. 5. The amounts due under the invoices shall be paid by a transfer from the Employer's bank account to the Contractor's bank account specified in the invoice. 6. The Employer forbids the Contractor to transfer the receivables under this Contract to third parties without the Employer's consent in writing under pain of nullity. 9 CONTRACTUAL PENALTIES AND COMPENSATION 1. The Contractor shall pay the following contractual penalties to the Employer: a) for each day of delay in the performance of the Subject of the Contract beyond the time limits referred to in 4 in the amount equal to 0.5% of the total net remuneration specified in 7 section 1; b) for each day of delay in rectifying the defects identified during the acceptance of the works or during the guarantee period beyond the time limit designated for rectifying such defects in the amount equal to 0.5% of the total net remuneration specified in 7 section 1; c) for withdrawal from the Contract for reasons attributable to the Contractor in the amount equal to 20% of the total net remuneration specified in 7 section 1; d) for failure to fulfill the obligation referred to in 3 section 2 point 1, 3, 5 in the amount equal to 1% of the total net remuneration specified in 7 section 1 for each such default; e) for failure to fulfill the obligation to keep secret the Confidential Information referred to in 13 in the amount equal to 20% of the total net remuneration specified in 7 section 1 for each such default having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 8 of 17

9 2. The contractual penalties referred to in section 1 shall be paid by the Contractor by a bank transfer to the indicated bank account, within 7 (seven) days of the date of delivery to the Contractor of a debit note concerning the penalty imposed and stating the reason. 3. In each case where the value of the damage exceeds the value of the penalties provided for, the Employer may claim compensation on general terms for the damage incurred (including for lost profits) exceeding the amount of the contractual penalties. In particular, the Contractor shall cover the difference between the costs incurred for a substitute performance of the Subject of the Contract and the price agreed in this Contract. The contractual penalties shall be due and payable irrespective of the withdrawal from the Contract and shall be cumulated. 10 GUARANTEE 1. The Contractor warrants that the services and documentation performed and prepared under the Contract shall be fully compliant with the Contract, free from defects and not encumbered with any third party rights. The Contractor grants a guarantee and commercial warranty for such quality of the services and documentation for the period of 24 months from the date of signing the final acceptance certificate. The period of quality guarantee and commercial warranty for defects in the Subject of the Contract shall be extended for the period from a disclosure of the defect until its effective rectifying. This Contract constitutes the guarantee document within the meaning of the civil code. 2. The Contractor warrants during the guarantee period its readiness to rectify the defects identified in the completed works and documentation during 10 working days from the date on which it was notified of the defect or fault occurred. 3. The Employer may, at the request of the Contractor, designate other time limit for rectifying the defects or faults, taking into consideration the nature of the defect or fault. 4. If the Contractor fails to perform guarantee service in time or delays its performance so much that it is obvious that it will not be possible to perform it in time, the Employer may entrust the performance of the works to another contractor at the Contractor's risk and expense. 5. If the defects in the Subject of the Contract are not appropriate for being rectified, the Employer shall have the right, notwithstanding any other rights it has under the Contract, at its own discretion: a) to reduce the Contractor's remuneration, with the reservation that if the Contractor has already received the entire remuneration from the Employer, the Employer may demand its return in the part in which the Employer reduced the remuneration, b) to withdraw from the Contract within 30 days from the date on which the Employer obtained the information about the grounds for the withdrawal, in the case where the defects prevent the Subject of the Contract from being used for the intended purpose. 6. The Contractor shall be liable for full amount of the damage incurred by the Employer due to nonperformance or improper performance of the Subject of the Contract. The Contractor shall be liable for adverse effects and damage, including indirect damage, resulting directly or indirectly from Employer's relying on the information, materials and deliverables provided by the Contractor. having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 9 of 17

10 11 WITHDRAWAL FROM THE CONTRACT 1. The Employer may withdraw from the Contract, except as provided for in the civil code, in the case of occurrence of any of the following circumstances: a) the Contractor ceases to carry out activities aimed at the performance of the Subject of the Contract if despite a written call it did not undertake the works in accordance with the provisions of the Contract, b) the Contractor performs the Subject of the Contract in a defective manner, in particular in a manner contrary to the applicable regulations or Employer's guidelines or the contents of the delivered documentation if despite a written call the Contractor did not commence to perform properly the Subject of the Contract c) if, on the basis of corporate decisions of the Employer or GA Police, the Project is not to be implemented or its implementation is suspended, d) the Contractor's failure to provide the Employer, within the time limits specified by the Contract, with all documents which the Contractor was obliged to submit or prepare, e) if the Contractordelays with the commencement, performance or completion of the works to such an extent that it is not probable that the Contractor is able to complete the works within the agreed time limit, f) in other cases provided for in the Contract. 2. The Employer's declaration of withdrawal from the Contract should be submitted within 30 days from the date of Employer's obtaining the information giving grounds for submitting such declaration. 3. In the case of withdrawal from the Contract for reasons specified in section 1 letter a), b), d) - f), the Contractor shall not be entitled to the remuneration, and the remuneration received by the Contractor shall be returned within 7 days from the date of termination of the Contract. The Contractor shall not be charged with the penalties for the withdrawal from the Contract only if the termination takes place under section 1 letter c). 4. In the case of withdrawal, termination or expiration of the Contract before the Contractor performs all the works, the Employer shall retain all rights to the deliverables received prior to the date of the withdrawal, termination or expiration of the Contract, described in this Contract. 12 INTELLECTUAL PROPERTY RIGHTS 1. The Employer reserves the exclusive rights, in particular all proprietary copyrights, to all Information provided by the Employer. The Employer authorizes the Contractor and its subcontractors performing the Contract to use the information provided by the Employer exclusively for the purpose of performance of the Contract, in each case exclusively to the extent necessary. 2. The Contractor undertakes to ensure that with regard to any intellectual property rights to the entire documentation used, applied, created, prepared or developed as a result of or in connection with the fulfillment of the Contractor's obligations under the Contract, including works protected by copyright law (hereinafter referred to jointly as the "Works"), granting the license to the Employer to use the Works in accordance with the following provisions of this Paragraph, the Contractor shall have all intellectual property rights required to ensure the validity and effectiveness of the aforementioned licenses to use the Works. The aforementioned intellectual property rights (jointly the "Intellectual having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 10 of 17

11 Property Rights") include in particular: proprietary copyrights within the meaning of the Act of February 4, 1994 on copyright and related rights (Journal of Laws of 2017 No. 880, as amended) and industrial property rights (such as patents, utility models, industrial designs and the right to obtain: (i) invention patents, (ii) protection rights for utility models and (iii) rights arising from registration of industrial designs as well as trademarks, databases and know-how). 3. The Contractor undertakes to ensure that neither the performance of the Contract nor the use of the Works by the Employer or any third party by consent of the Employer in a manner permitted by the provisions of this Paragraph shall at any time infringe any third party rights, including the authors' and co-authors' rights. 4. The Contractor grants to the Employer, as part of the remuneration specified in 7 section. 1, an exclusive full license, together with the right to grant sublicense to third parties (in particular for the purpose of substitute performance of the Contract in accordance with its terms and conditions hereof), to use all the Works and other subjects of the Intellectual Property Rights used, applied, created, prepared or developed as a result or in connection with the fulfillment of the Contractor's obligations under the Contract, on the territory of Poland and worldwide. The license granted shall become effective as of delivery of each Work to the Employer, in particular each element of the documentation, but in any case no later than as of the date on which the Work is used for the first time by the Employer or a third person acting with the consent of the Employer in Poland or abroad. The Employer accepts this license. The scope of the license includes: a) use of all the Works for the purpose of the Contract performance or conclusion or performance of the Project EPC Contract or otherwise for the purposes of design, erection, construction, commissioning, testing, operation, maintenance, repairs, overhauls, extension, retrofit, modification or demolition of the Project or any element thereof, including by third parties, and using the parts and elements delivered by third parties; and b) combination or compilation of the Work(s) (or any elements thereof) with any other works, including those created by third parties, protected by copyright law, in connection with the Contract performance or conclusion or performance of the Project EPC Contract or otherwise in connection with design, erection, construction, commissioning, testing, operation, maintenance, repairs, overhauls, extension, retrofit, modification or demolition of the Project or any element thereof, including by third parties. For the avoidance of any doubt, the foregoing includes: (i) consultation with any other contractor providing engineering or consulting services to the Employer in connection with the Project (including services related to preparation of the preliminary design) under a separate contract, and (ii) disclosure to a third party and placing by such third party of the relevant elements of the Concept or specific solutions contained in the Concept or other documents of the Polimery Police project documents prepared by an entity other than the Contractor. The Parties hereby agree that, to the greatest extent permitted by the mandatory provisions of law, with effect as of delivery of any Work to the Employer, including in particular any element of the documentation, the Employer shall be entitled to use any such Work (including any element thereof and any information concerning such Work or related thereto) in full scope specified in this Paragraph, even if a given Work, element or information includes or constitutes a technical, technological or organizational information or any other relevant information of a commercial having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 11 of 17

12 nature which was not publicly disclosed and with respect to which the Contractor used special measures to keep it confidential. 5. To the extent to which the Intellectual Property Rights relate to the Works being the works protected by copyright law, the Contractor shall transfer to the Employer proprietary copyrights to all effects of the performance of the Subject of the Contract being the works created as a result of the performance of this Contract, without making any separate declarations of will upon delivery of material carriers on which they are recorded. The Contractor's remuneration referred to in 7section. 1 of this Contract shall also include the remuneration for transfer of the proprietary copyrights to such works in all fields of use known at the time of signing the Contract, in particular within the scope enabling the Employer to: a) record the work or elements thereof on any carriers, in particular the carriers appropriate for computer technologies; b) multiply the work or elements thereof on any carriers, in particular the carriers appropriate for computer technologies; c) enter the work or elements thereof into computer memory, d) modify the work in order to adapt it to other works created in connection with the Employer's activities; e) incorporate the work or elements thereof into other works created in connection with the Employer's activities; f) use the work in order to carry out other analyzes, design and execution, works g) further develop and modify the work or elements thereof independently or as a component of other woks created in connection with the Employer's activities. h) enter the work into computer networks and multimedia networks (including the Internet); i) make available the work in such a manner that it is accessible from a place and at a time individually selected; j) create derivative works (compilations of the work) and use and dispose of them to the same extent as the work; k) publish the work in whole or in parts, as well as all information concerning creation of the work, its contents or form and the manner of creation, by means of any form of publication (medium) without limiting the number of copies and editions; l) present the work to the public, including in form of multimedia presentation, m) publish the work as part of the publication irrespective of the carrier, form of edition, number of copies etc.; n) use the elements of the work for advertising and promotional purposes, o) within the scope of disseminating and making available the work in whole or in part in any manner and to any number of third persons, as well as using any works in accordance with its indented purpose for design, erection, construction, commissioning, testing, operation, maintenance, repairs, inspections, extension, retrofit, alteration or demolition of the Project or any element thereof; p) use any work protected by copyright law in accordance with its indented use and purpose. 6. Within the limits of the fields of use specified in section 5 above, the Contractor also grants to the Employer, as part of the renumeration specified in the Contract, an exclusive right to permit others to exercise derivative copyrights with respect to any Work. The Contractor hereby authorizes the Employer having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 12 of 17

13 and undertakes to ensure that the Employer (and any third party acting with the consent of the Employer) is at any time, including after termination or expiration of the Contract or withdrawal herefrom, authorized to prepare, use and dispose of any derivative work of any Work being the works protected by copyright law, in Poland and worldwide. For the avoidance of any doubt, the Parties hereby agree and the Contractor undertakes to ensure that the Employer (and any third party acing with the consent of the Employer) is at any time, including after termination or expiration of the Contract or withdrawal herefrom, authorized to prepare, use and dispose of such derivative copyrights, within the scope including combination and adaptation of any such Work (and any derivative works) with other works, including third party works protected by copyright law, and conclusion or performance of the Project EPC contract, irrespective of whether such contract is entered into by and between the Employer and the Contractor or by and between the Contractor and a third party. The Contractor hereby undertakes to ensure that all authors and co-authors of any Work (including particular Works protected by copyright law) agree to and do not object at any moment taking by the Employer (and third parties acting with the consent of the Employer) the activities specified in this section. 7. Furthermore, the Contractor undertakes to ensure that all authors and co-authors of any Works permit the Employer and all third parties authorized by the Employer, to the greatest extent permitted by law, to exercise moral rights to any Works and do not revoke the above-mentioned permit in the future. The Contractor also undertakes to ensure that none of the authors and co-authors of any Work exercises towards the Employer and any third party acting with the consent of the Employer, at any time, including after termination or expiration of the Contract or withdrawal herefrom, any moral rights or any other rights to the Works, which the Contractor may be entitled to. 8. For the avoidance of any doubt, the Parties hereby confirm that the license granted under section 4 shall also include the Works that constitute or include an invention, utility model, industrial design, trademark, know-how, database or any other element protected by the Intellectual Property Rights. 9. Ownership of the carriers on which each Work is recored or saved shall be transferred to the Employer without additional remuneration, upon delivery of any relevant carrier to the Employer. 10.The Contractor undertakes to perform, upon the Employer's request, any additional activities required to give full effect to the licenses granted under this Paragraph, immediately, without additional remuneration. 11.For the avoidance of any doubt, the Parties confirm that the Contractor's remuneration for granting the licenses specified in this Paragraph and transfer of proprietary copyrights, as well as for the fulfillment of all the other Contractor' obligations under this Paragraph and granting all warrants and permits is included in the remuneration amount specified in 7 section 1 of the Contract. The Contractor shall not be entitled in this respect to any additional remuneration, therefore the Contractor hereby waves and undertakes not to raise any such claims against the Employer and third parties acting with the consent of the Employer. The Contractor shall be exclusively responsible for making any required payments to all authors and co-authors of each Work and to all persons being the owners of the rights being the subject of the license. 12.The licenses specified in this Paragraph are granted to the Employer by the Contractor for a definite period of twenty years from the date of signing the final acceptance certificate or, if it falls earlier, from the date of termination of the Contract. Due to the nature of the legal relationship arising from the Contract and, in particular, due to the purpose of the license granted in this Paragraph, the having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 13 of 17

14 Contractor undertakes not to take any activities aimed at termination of the license granted (in whole or in part) and shall comply will all its obligations under this Paragraph, irrespective of any termination of the Contract. In the case of violation of the above obligations, the Contractor shall pay to the Employer a compensation for damage incurred as a result of such violation. In the case of termination of the Contract by the Contractor in violation of the Contractor's obligations under this Contract, the notice period shall be at least 4 (four) year. 13.The Employer may transfer the rights and obligations under this Paragraph in whole or in part to a third party which acquired the Polimery Police project from the Employer. The Contractor hereby gives its irrevocable consent to such transfer. 14.The Contractor undertakes to redress any damage incurred by the Employer and any third parties acting on behalf of the Employer as a result of any claims of third parties alleging infringement of the Intellectual Property Rights or other rights of such third parties, or commitment of an act of unfair competition due to the use of any Work or particular elements thereof (including derivative works) by the Employer or a third party acting on behalf of the Employer, in a manner permitted by the provisions of this Paragraph. The Contractor undertakes to take any efforts aimed at joining, at its own expense, the proceedings against the Employer, in particular through notification of auxiliary intervention, and to take all possible actions aimed at joining the proceedings in place of the Employer. Notwithstanding the foregoing provisions, the Contractor undertakes to release the Employer from any obligations towards the persons referred to in this section. The provisions of this section shall survive the termination of the Contract, irrespective of the grounds for such termination. 15.Throughout the validity period of the license specified in this Paragraph, the Contractor shall not dispose of any intellectual property right to any Work. The Contractor shall compensate the Employer in full for the damage incurred as a result of violation of the above obligation by the Contractor. 13 CONFIDENTIALITY 1. The Parties mutually agree that any information concerning the contents and the performance of the Contract, any information provided by the Employer for the purpose of or in connection with the Contractor's performance of the Subject of the Contract, in particular that pertaining to the Project, the Employer, GA Police or other companies of the Grupa Azoty Capital Group, their contracting parties, financial and economic plans and other information being a commercial secret, business secret or know-how of the Employer, as well as any other information which is obviously confidential, constitutes confidential information. The Parties shall also consider personal data of the employees, contracting parties, customers and other persons working with the Employer as the Confidential Information (the "Confidential Information"). 2. The Confidential Information may be disclosed by the Contractor in connection with the performance of this Contract only to its employees to the extent necessary for the proper fulfillment of the Contractor's obligations under the Contract. The Contractor shall notify the entities to which the Confidential Information is disclosed of a confidential nature of the information being provided and oblige them by the appropriate agreements to keep confidentiality of the Confidential Information, on the principles that are not less restrictive than those specified in the Contract. 3. The Contractor shall use the Confidential Information only for providing services under this Contract. 4. The Contractor shall take appropriate measures to protect confidentiality of the Confidential having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 14 of 17

15 Information and shall inform any person receiving the Confidential Information about its confidential nature. 5. The Parties mutually agree that, subject to the exceptions specified in section 2, the Contractor may disclose the Confidential Information to third parties only upon prior consent of the Employer expressed in writing. 6. The Employer represents and the Contractor acknowledges that the Employer is a subsidiary of a public company GA Police, therefore certain information being provided may also constitute confidential information within the meaning of the provisions of the Act of July 29, 2005 on public offering and terms of introducing financial instruments into organized trading system and on public companies, the Act of July 29, 2005 on trading in financial instruments, Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, Directive 2014/57/EU of the European Parliament and of the Council of April 16, 2014 on criminal sanctions for market abuse (market abuse directive), and secondary legislation to the above-mentioned legal instruments. Therefore, the Contractor undertakes to inform all authorized persons having access to the confidential information within the meaning of the above-mentioned regulations on the obligation to keep such confidential information secret and on the legal consequences of its disclosure, i.e. civil and criminal liability provided for by the abovementioned regulations. Confidential information within the meaning of the above-mentioned regulations may be disclosed only under the procedure provided for in these regulations, taking into consideration the restrictions provided for therein, including those pertaining to preparing and maintaining separate lists of natural persons having access to confidential information. 7. In the case of Contractor's violation of the provisions of sections 2-6 as a result of which the other Party incurred damage, the Employer shall have the right to claim compensation in full amount from the Contractor. The Contractor shall also be liable for violation of the confidentiality obligation by its employees, advisers, subcontractors or other persons to which the Contractor disclosed the confidential information. 8. The confidentiality obligation shall not apply to the information which is publicly available or is made publicly available for reasons other than action or omission of the receiving Party, or must be disclosed in accordance with the applicable provisions of law, or is obtained by the receiving Party from a third party not obliged by the Party to which the information pertains to comply with the confidentiality clause. 9. The limitations and obligations referred to in this paragraph shall apply during the term of the Contract and during 10 (say: ten) years from the date of termination of the Contract, provided that the obligation to keep the Confidential Information secret shall expire upon cessation of the existence of the secret. 10. To the extent necessary for the proper provision of the services by the Contractor, the Employer agrees to collect, store and process personal data of the employees, contracting parties, customers and other persons working with the Employer. The Contractor undertakes to protect personal data in a manner and taking organizational and technical measures ensuring full protection of personal data in accordance with the applicable provisions of law. 11. The Employer represents that in the case of processing personal data within the meaning of the Act of August 29, 1997 on the protection of personal data, collected in connection with the performance of having its registered office in Police,, entered in the Register of Entrepreneurs kept by the Page 15 of 17