OSP

Proprietary Confidential▲Agreement No.: S1MM201###WBF2

SUBCONTRACT AGREEMENT

FOR

Myanmar MTP-KDDI OSP Phase 2 Project

BETWEEN

ZTE MYANMAR COMPANY LIMITED

AND

#######

Agreement No.: S1MM20####WBF2

Date: 2015####

Signing Place: Yangon, Myanmar

PROPRIATARY AND CONFIDENTIAL PAGE 1 of 31


TABLE OF CONTENTS

ARTICLE 1 DEFINITION..............................................................................3

ARTICLE 2 RESPONSIBILITY MATRIX........................................................4

ARTICLE 3 TERM OF PROJECT...................................................................8

ARTICLE 4 TERMS OF PAYMENT.............................................................10

ARTICLE 5 PROJECT QUALITY..................................................................12

ARTICLE 6 MODIFICATIONS TO PROJECT AND DESIGN.......................13

ARTICLE 7 TEST AND ACCEPTANCE.......................................................14

ARTICLE 8 INSURANCE........................................................................14

ARTICLE 9 WARRANTY.............................................................................15

ARTICLE 10 INDEMNIFICATION............................................................15

ARTICLE 11......................................................................................LIQUIDATED DAMAGES

15

ARTICLE 12......................................................................................................FORCE MAJEURE

17

ARTICLE 13.............................................................INTELLECTUAL PROPERTY RIGHT

18

ARTICLE 14..........................................................................................................CONFIDENTIAL

18

ARTICLE 15...........................................................................SETTLEMENT OF DISPUTES

19

ARTICLE 16 SOCIAL AND ENVIRONMENT RESPONSIBILITY……………………….19

ARTICLE 17..................................................REPRESENTATIONS AND GUARANTEE

20

ARTICLE 18.................................................EFFECTIVENESS OF THE AGREEMENT

21



ARTICLE 19............................................................................................................TERMINATION

21

ARTICLE 20....................................................................................................MISCELLANEOUS

22



This Agreement is signed on #### 2015By and Between

ZTE MYANMAR COMPANY LIMITED, a company incorporated in Myanmar with its registered office at Yangon – Business Suite No.04-10,Sedona Hotel, No.1, Kaba Aye Pagoda Road, Yankin Township, Yangon, Myanmar.(hereinafter referred to as ‘Contractor’) of the one part.

#######, a company incorporated in Myanmar with its registered office at ##### (hereinafter referred to as ‘Subcontractor’) of the other part.

WHEREAS:

A. For the purpose of fulfilling the Main Agreement, the Contractor engages Subcontractor to supply the products and perform services described in the Agreement Annex 3 Price List and Annex 4 Responsibility Matrix.

B. The Subcontractor agrees to supply the products and perform the services in accordance with terms and conditions of this Agreement.

C. The Contractor hereby covenants to pay the Subcontractor in consideration of the execution and completion of the Works therein the Subcontract Price in accordance with the Agreement.

Now Therefore, based on mutual covenants mentioned above, both parties agree to enter into this Agreement on the following terms and conditions:

ARTICLE 1 DEFINITION

When used in this Agreement, the terms and expressions defined hereinafter between quotation marks with a capital letter will be capitalized throughout this Agreement and shall have the meaning hereby respectively assigned to them:

1.1 “Main Agreement” shall mean the contract concluded between the Contractor and the Employer.

1.2 “Agreement” shall mean the present Subcontract Agreement between the Contractor and the Subcontractor, any Annex attached and any valid amendment, any supplementary agreements and succeeding amendments thereto, defining the principal rights and duties of the parties;

1.3 “Employer” shall mean contractor’s customer

1.4 “Contractor” shall mean ZTE MYANMAR COMPANY LIMITED

1.5 “Subcontractor” shall mean #######

1.6 “Parties” shall mean the Contractor or the Subcontractor, as the context requires.



1.7 “Document” shall mean the location map, site layout design/ drawings, soil investigation reports, construction material certificates/ reports, work schedule, including transportation of material to site and all types reports for the compliance of BOQ, SOW and Technical Specifications (as per attached Annexes) by the Subcontractor to be used for the purpose of the Project under this Agreement.

1.8 “Product” shall mean the equipment and material supplied according to Annex 3 Price List by the Subcontractor to be used for the purpose of the Project under this Agreement.

1.9 “Site” means the land and other place on, under, in or through which the works of the Agreement are to be executed and any other lands and places designated by the Contractor for working space or any other purpose as may be specifically stipulated in the Agreement as forming part of the Site.

1.10 “Service” means services including but not limited to site survey, sinstallation, testing, training, commissioning into service, testing, technical support, warranty period maintenance including transportation of the materials and equipments and all accessories from Contractor’s regional warehouse to the respective site and other services as provided in the Agreement according to Annex 3 Price List.

1.11 “Project” shall mean the design, supply, transportation, installation, construction, commissioning, and testing and warranty service for the contracted Products.

1.12 “Specification” shall mean the technical specifications provided by Contractor.

1.13 “Purchase Order” (hereinafter referred to as “PO”), means the Purchase Order released by Contractor to Subcontractor to fulfill the agreement and to be executed by Subcontractor, and payment will be based on the Purchase Order formatted as Annex 6.

1.14 “PAT” shall mean the provisional acceptance testing to be carried out by both Parties after Project completion.

1.15 “PAC” shall mean the provisional acceptance certificate to be issued by the Contractor to the Subcontractor after passing PAT.

1.16 “FAC” shall mean the final acceptance certificate to be issued by the Contractor to the Subcontractor.

1.17 “Year”, “Month” and “Day” shall mean international calendar year, month and day.

1.18 “Commencement Date” means the date notified under Sub-Clause 3.3.



1.19 “Subcontractor’s Project Manager” means the person named by Subcontractor in the Agreement or appointed from time to time by the Subcontractor under Sub-Clause 2.2.2, who acts on behalf of the Subcontractor.

1.20 “Contractor’s Project Outsourcing Manager” means the person from Contractor who is responsible for all the interface work with Subcontractor.

1.21 “Contractor’s Site Representative” means the person from Contractor who is responsible for the site works.

Words importing the singular only also include the plural and vice versa where the context requires; any terms not defined herein shall be given the same meaning as in the Agreement.

ARTICLE 2 RESPONSIBILITY MATRIX

2.1 Responsibility of Contractor

a) Contractor shall supply the relevant technical drawing and specification as well as the documents required for the Project;

b) Contractor shall provide necessary technical support and on-site supervision (if required) and guidance;

c) Contractor’s respective representative will inspect and verify the progress of works as required on submission of the site progress reports by subcontractor.

d) Contractor shall provide to the Subcontractor accurate data requested by the Subcontractor and/or stipulated in the Agreement.

e) Contractor shall provide the materials under the scope of contractor to the subcontractor.

f) Contractor shall provide the Technical Specification of relevant product before commencement of the PO.

2.2 Responsibility of Subcontractor

2.2.1 Subcontractor’s General Responsibility

Subcontractor shall execute and complete the works in accordance with the Agreement within the Annex 3 Price List, Annex 6 Purchase Order and Technical Specification shall remedy any defect in the Works. When competed, the Works shall be fit for the purposes for which the Works are intended as defined in the Agreement.



Subcontractor shall provide related documents specified in the Agreement, and all Subcontractor’s Personnel, Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for this design, execution, completion and remedying of defects.

The works shall include any work which is necessary to satisfy the Contractor’s Requirements, Subcontractor’s Proposal and Schedule, or is implied by Subcontractor, and all works which are necessary for stability or for the completion, or safe and proper operation, of the works. If Contractor or Employer is not satisfied with the performance of the Subcontractor(s), The subcontractor have to be replaced.

Subcontractor shall be responsible for the adequacy, stability and safety of all Site operations, of all methods of construction and of all the works.

Subcontractor shall, whenever required by the Contractor, submit details of the arrangements and methods which the Subcontractor proposes to adopt for the execution of the Works. Subcontractor shall not make any changes to these arrangements and methods without prior written consent of Contractor.

Subcontractor shall provide the work documents approved by Contractor, counter-signing with Contractor for the acceptance of the Project. Upon completion of the acceptance, Subcontractor shall deliver the accepted drawings, acceptance documents and Project records to Contractor. If there are some comments on the design, Subcontractor will incorporate such comments and submit a new revised design for Contractor’s approval.

2.2.2 Subcontractor’s Project Manager

Subcontractor shall appoint a Subcontractor’s Project Manager and shall give him all authorities necessary to act on the Subcontractor’s behalf under the Agreement.

Subcontractor shall, prior to the Commencement Date, submit the name and particulars of the Project Manager to Contractor for approval. After agreement of this Project Manager, Subcontractor shall issue written appointment to Contractor. If consent is withheld or subsequently revoked, or if the appointed person fails to act as Subcontractor’s Project Manager, the Subcontractor shall similarly submit the name and particulars of another suitable person for such appointment.

Subcontractor shall not revoke the appointment of the Project Manager or appoint a replacement without the prior consent of Contractor. If subcontractor wants to change Project Manager, teams or engineers should get the approval from contractor’s regional manager before



seven （ 7） days. Otherwise the Subcontractor will be charged one hundred （ 100） USD per person per time.

The whole time of the Subcontractor’s Project Manager shall be given to direct Subcontractor’s performance of the Agreement. If the Subcontractor’s Project Manager is to be temporally absent from the Site during the execution of the Works, a suitable replacement person shall be notified accordingly and approved by contractor’s regional manager before three (3) working days. Otherwise the Subcontractor will be charged one hundred ( 100)USD per person per time.

The Subcontractor’s Project Manager shall, on behalf of Subcontractor, receive instructions from Contractor’s Project Outsourcing Manager.

2.2.3 Subcontractor should build one (1) demonstration site under the standard of Employer and related criterion within required time of Contractor. These demonstration sites should satisfy Employer and be models for later sites. If the demonstration sites are qualified, Subcontractor shall be paid for them. Otherwise, Subcontractor shall bear all the expenses caused by building the sites without any payment and if the demonstration sites are not qualified, the Contractor has the right to terminate the agreement.

2.2.4 Subcontractor shall have no right to subcontract any part work of this Project to the other Subcontractor without prior written consent of Contractor.

2.2.5 Subcontractor have full regard for the safety of all persons entitled to be upon the Site and keep the Site (so far as the same is under his control) and the Works (so far as the same are not completed or occupied by Contractor) in an orderly state appropriate to the avoidance of danger to such persons equipments, tools, sites, and

Take all reasonable steps at his own cost to protect the environment on and off the Site and to avoid damage or nuisance to persons or to property of the public or others resulting from pollution, noise or other causes arising as a consequence of his methods of operation.

2.2.6 Subcontractor shall institute a quality assurance system to demonstrate compliance with the requirements of the Contractor. Contractor shall be entitled to audit any aspect of the system. Details of all procedures and compliance documents shall be submitted to Contractor for information before each design and execution stage is commenced. When any document of a technical nature is issued to Contractor, evidence of the prior approval by Subcontractor himself shall be apparent on the document itself. Compliance with the quality assurance system shall not relieve Subcontractor of any of his duties, obligations or responsibilities under the Agreement.



Subcontractor will correct any failure occurring during the execution of the works by reason of negligence, error or omission, the expenses related to such correction shall be on account of Subcontractor provided such negligence, error or omission is attributable to the Contractor or Employer.

2.2.7 Subcontractor shall be deemed to have inspected and examined the Site and its surroundings and information available in connection therewith and to have satisfied himself, so far as is practicable, before signing the Agreement, as to the form and nature thereof, including the sub-surface conditions, the hydrological and climatic conditions, the extent and nature of work and materials necessary for the completion of the Works, the means of access to the site and the accommodation he may require and, in general, shall be deemed to have obtained all necessary information, subject as above mentioned, as to risks, contingencies and all other circumstances which may influence or affect his work. The Subcontractor shall be responsible for the result caused by above conditions.

2.2.8 Subcontractor shall be deemed to have satisfied himself as to the correctness and sufficiency of the Contract Price and have based the contract amount on the data, interpretations, necessary information, inspections, examinations and satisfaction as to all relevant matters and any further data relevant to the design. The Contract Price covers all the Contractor’s obligations under the Contract and all things necessary for the proper design, execution and completion of the works and the remedying of any defects.

2.2.9 Subcontractor shall bear all costs and charges for special and/or temporary rights-of-way which he may require, including those for access to the Site. Subcontractor shall also obtain, at his risk and cost, any additional facilities outside the Site which he may require for the purposes of the Works.

2.2.10 Subcontractor is responsible for all their own accommodations, transportation and other expense arising from their working during the Project.

2.2.11 Subcontractor will be liable to the Contractor and the Employer for any debts, claims, suits, payments, legal actions or judicial decisions filed in or issued by the competent authorities arising out of or in connection with the execution of the works by Subcontractor, its personnel, agents, representatives or sub-subcontractors, or by reason of losses or damages to property of the Contractor and the Employer or any third parties, including landowners or holders of easements or other real rights of vested possession or simply occupants, or by reason of injuries to or death of persons, provided that in all cases such losses or damages are susceptible to be claimed to the Contractor and the Employer;



2.2.12 Subcontractor shall not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective or whether they are public or in the possession of the employer or of others. Subcontractor shall indemnify and hold the Employer harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting from any such unnecessary or improper interference.

2.2.13 Subcontractor shall be responsible to promptly report problems found in the equipment or reported by the Employer during the Work to Contractor’s Site Representative.

2.2.14 Subcontractor shall be responsible for recording and promptly reporting problems found in the project or reported by the Employer during the work to Contractor’s local representative in twenty-four (24) hours.

2.2.15 Subcontractor shall visually prepare equipments, materials and tools under the request of project

2.2.16 The Subcontractor shall be fully responsible for repair or replacement of any damage to the site/house owner property.

2.2.17 The Subcontractor shall submit the work schedule (including General Plan, Month Plan, and Weekly Plan) to Contractor’s Project Outsourcing Manager for approval. The Subcontractor shall appoint personnel solely devoted to the preparation and submission of the documentation specified below. The schedules shall include:(i) project implementation order (ii) prospective duration for confirming Subcontractor’s drawings(iii) working schedule required to the Contractor; including drawing

and other materials submitted to the Subcontractor; arrival of necessary equipment, materials to centre storage of each ring;

(iv) The Subcontractor’s construction units, list of personnel, contact information and primary working staffs’ resumes in English.

The Subcontractor must submit the above stated reports within three (3) days after the issuance of PO by the contractor. Amendments to the process plan: If the process is not in accordance with the progress scheduled, the Subcontractor may request the Contractor to modify the plan.

2.2.18 The Subcontractor shall submit Weekly (No later than Friday) and Monthly (the end of month) Quality Report to Contractor. Otherwise the Subcontractor would undertake three percent (3%) of total PO amount penalty for per critical quality problem or missed weekly report.



ARTICLE 3 TERM OF PROJECT

3.1 Subcontractor shall finish the Project completely within the time period defined in the PO. And in case of failure to complete the project the Contractor has right to impose Liquidated damages as envisaged in the Agreement

3.2 Milestone targets shall be defined and approved by the Contractor to facilitate the control of Contractor. Subcontractor should perform the work according to the schedule submitted by the Subcontractor. If the Project is delayed according to the schedule exceeds fourteen (14) days due to Subcontractor fault, the Contractor has the right to terminate this Agreement and claim damages caused by the termination.

3.3 Commencement Date shall be within three (3) days after Subcontractor receives PO from Contractor or as specified in the PO. Subcontractor shall commence the execution of the Works as soon as is reasonably practicable after the receipt of PO, and shall then proceed with the Works with due expedition and without delay.

3.4 If the site survey report shows that some obstacles are encountered (for example underground pave) on site. Subcontractor shall organize related discussion and provide any solution plan to Contractor, any extended period and extra cost for such solution are negotiable.{For reference only}

3.5 Subcontractor shall complete the whole of the Works, and each Section (if any), within the Time for Completion for the Works or Section [as the case may be], including:

(a)achieving the passing of the Tests on Completion, and(b)completing all work which is stated in the Contract as being

required for the Works or Section to be considered to be completed for the purposes of taking over

3.6 Contractor may at any time instruct Subcontractor to suspend progress of part or all of the Works. During such suspension, Subcontractor shall protect, store and secure such part or the Works against any deterioration, loss or damage. Contractor may also notify the cause for the suspension. If and to the extent that the cause is notified and is the responsibility of Subcontractor, Contractor has right to terminate the Agreement and claim damages from Subcontractor. The subcontractor may invoice for the job they have already done before suspension of whole or part of the works. The cost of protection, store and secure shall be claimed by the subcontractor.

3.7 If the Subcontractor can’t meet the terms of the PO and the contract, the Contractor has right to withdraw the remaining sites under the PO. The contractor will not be liable to pay for the sites which are not completed.



3.8 If the Employer by any reason withdraws complete, incomplete or partial job from the Contractor, the Contractor has the right to withdraw the same job from the Subcontractor. However, the payment will be made to the Subcontractor for his actual job done as per the unit rates mentioned in Annex 3 Price List. Without prejudice the Contractor will inform the Subcontractor to stop the job and the Subcontractor will immediately stop the job and will furnish all the documents for the completed/partially completed job to the Contractor for settlement purpose.

3.9 The unit rate as per Annex 3 Price List shall also include all profits and costs of accepting all special and general risks, liabilities and obligations to the Government of Myanmar

3.10 Without any liability, the Project period can be extended with the signature of Contractor’s authorized representative when the following cases are encountered:

a) The Project is delayed due to force majeure;

b) The Project is delayed due to Contractor or of his Employer.

3.11 Contractor shall provide the sites which are cleared. If any changes during the site works and delay caused by changing of site location, and design for tower foundation, contractor will be responsible for the delay caused by the changing of sites.

3.12 The Contractor shall be committed to accept and pay for Services only when confirmed in a Purchase Order.

3.13 The Contractor may place Purchase Order for Services to the Subcontractor from time to time based on the requirement of the project and the implementation speed and the quality of work in the Initial PO by the subcontractor.

3.14 Purchase Order(s) placed by contractor, which are not inconsistent with the terms and condition of this Agreement, shall be deemed accepted by the Subcontractor unless a written notice to the contrary stating reasons for rejection of Purchase Order is received by the Contractor within Two[2] days of the Subcontractor receiving the Order. Once accepted or “deemed accepted” by Subcontractor, each Purchase Order placed by the contractor under this Agreement shall then become effective.

3.15 For the sites which are not accessible by vehicle shall be verified and confirmed by the Contractor.

3.16 The Subcontractor shall submit the progress report at least twice a week. The Contractor supervisor may inspect the sites based on the



progress report submitted by the subcontractors. If any defects found during the inspection the contractor issue rectification note to the subcontractor. The subcontractor shall start the rectification work within 48 hours from the receipt of such rectification note.

ARTICLE 4 TERMS OF PAYMENT

4.1 The exact contractual price shall be subjected to actual quantity of sites placed in the PO and unit price of Annex 3 Price List. The due payment of each purchase order shall be remitted to the Subcontractor by means of Telegraphic Transfer. Each party shall be responsible for the transfer costs of its respective banks.

4.2 The payment to the Subcontractor (Local company ) shall be made in KYAT (currency) equivalent to the bidding quotation (currency) in USD. The exchange rate for actual payment shall be in accordance with the exchange rate provided at the Central Bank of Myanmar's website http://forex.cbm.gov.mm/index.php/fxrate between USD and KYAT on the last working day of the previous month of the date when the payment is made.. This contract amount including tax cost, and the withholding tax rate is base on the latest government disclosured one. For other company, the payment shall be made in USD. This contract amount including tax cost, and the withholding tax rate is base on the latest government disclosured one.

4.3 The payment terms shall be as follows: 1.Term of payment for Backbone OSP :If the subcontractor is responsible for Survey and/or Design：

1st Payment: in condition of all related completion of work, the sixty percent (60 %) of the PO value of engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five （45） days from the date of invoiced, And related report have been approved by ZTE and employer.

2nd payment for Provisional Acceptance Payment: The forty percent （40% ）of the total PO Value of the engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five（45） days from the date of invoiced,

If the subcontractor is responsible for Construction for Directly Burial & Duct

1st Payment in condition of all related completion of work, the seventy percent (70 %) value of engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five （45） days from the date of invoiced 2nd Payment for Provisional Acceptance Payment: The twenty percent （20% ）of the total PO Value of the engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five（45） days from the date of invoiced, 3rd Payment for Final Acceptance Payment: ten percent(10%) of the total PO Value of the



engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five(45) days from the date of invoice,

If the subcontractor is responsible for Construction for Aerial

1.The first payment :Thirty-five percent (35%) of PO Value will be paid after MOS (materials on site) and related certificated have been signed by

Contractor; MOS Certificate as attached .2.The second payment thirty-five percent (35%) of PO Value will be paid after all the works completion, accepted by Contractor and all required document have been submit and accepted by Contractor. 3.The third payment for Provisional Acceptance Payment: The twenty percent （20% ）of the total PO Value of the engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five（45） days from the date of invoiced, 4.The Final Acceptance Payment: ten percent(10%) of the total PO Value of the engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five(45) days from the date of invoice,

2 .Term of payment for Access OSP:

If the subcontractor is responsible for Access：

1. Fist Payment in condition of all related completion of work, the seventy percent (70 %) of the PO value of engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five （45） days from the date of invoiced

2.Second payment for Provisional Acceptance Payment: The twenty percent （20% ）of the total PO Value of the engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five（45） days from the date of invoiced,

3. Third payment for Final Acceptance Payment: ten percent(10%) of the total PO Value of the engineering services issued by the Contractor shall be paid by telegraphic transfer (T/T) or cheque within forty-five(45) days from the date of invoice,

4.4 The bank account names, account opening banks and account numbers of Subcontractor provided herein shall be used for settlement of payment. In case of any change thereof, the Subcontractor making change(s) shall notify the Contractor in writing seven (7) days prior to



relevant agreed payment time limit and the change(s) shall be subject to the signing and confirmation of its authorized representative..

Bank Name: ####Account Name: ###Account Number:####Price stipulated in Annex 3 Price List already includes all the costs and expenses incurred by Subcontractor for this Project. The Subcontract price shall be fixed and firm during the term of this Agreement, Subcontractor shall not raise the contract price in any way after the agreement is signed by parties for any cause including but not limited to float of market price on raw materials or parts, salary or wages, the fluctuation of exchange rates or any other factors.

4.5 Unless otherwise specified in this Agreement, any kinds of duties, taxes, social security, levies and charges arising out of or in connection with the performance of this Agreement shall be deemed to have been included in the Subcontract Price and shall be borne by the Subcontractor.

4.6 The Contractor is entitled to withhold or deduct or retain a fraction of payment if the local laws and regulations require so, provided that relevant certificate or documents are served.

4.7 All the payment under this contract shall be made only after deduction of advance income tax amount (TDS-tax deducted as Source in accordance with the prevailing income tax laws of Myanmar).

4.8 The Contractor is entitled to directly deduct any penalty and/or liquidated damages specified in this Agreement, if any, resulting from the breach of this Agreement due to the fault of the Subcontractor.

ARTICLE 5 PROJECT QUALITY

5.1 The quality of this Project must meet the following requirements of Contractor:

a) Comply with requirements laid down in Annex 1 Technical Specifications and Annex 5 Quality Acceptance Workbook

b) Comply with all relevant international standards and Myanmar national standards;

c) Comply with the Project design requirements and the job shall be completed as per satisfaction of Contractor and Employer.

Subcontractor shall strictly follow the design drawings in the Project. When the design needs to be changed as required by the Project, written approval by Contractor must be available (verbal Agreements over the telephone is



allowed only in emergency, but the within 2 days Subcontractor shall issue requirement and get written approval by Contractor before any modification to the original design). Otherwise, Subcontractor shall bear the concerned

responsibility

5.2 Subcontractor shall observe the following requirement during the Project:

a) Auxiliary materials, equipment (such as measurement apparatus/instruments, mixers, vibrator, compactors etc.) and components/fittings provided by Subcontractor must be qualified products for the use of the Project and shall be accepted by Contractor before using;

b) When defects are discovered by Contractor’s Site representative during Project activities, the Contractor are entitled to request Subcontractor for rework until the Project becomes acceptable;

c) Relevant items in the work manual and acceptance manual shall be counter signed by both Contractor and Subcontractor.

d) In case of any ambiguity/ non clearance in the design or any problem at site occurs, the subcontractor shall be liable to follow the Contractor’s instruction without assigning any additional cost.

e) Subcontractor shall be responsible for site clearance after completion of the site.

ARTICLE 6 MODIFICATIONS TO PROJECT AND DESIGN

6.1 All design drawings, technical specifications, and other requirement and documents approved and delivered by Contractor shall constitute the effective part of this Agreement for the Project.

6.2 Any major modifications to the foresaid documents in clause 6.1 shall be made after the approval of Contractor and Employer, and their written responses and modifications of specifications shall be the amendments to the Agreement.

6.3 Subcontractor shall be responsible for the design quality he made and be responsible for the modification issued by him.

6.4 When changes are requested by the Contractor and Employer during the Project, Subcontractor shall provide all assistance in carrying out the changes.

6.5 Contractor has right to vary

Variations can be initiated by Contractor at any time prior to issuing the PAC for the works, either by instruction or by request for Subcontractor



to submit a proposal. A variation shall not comprise the omission for any work which is to be carried out by others.

The Subcontractor shall execute and be bound by each variation, unless the Subcontractor promptly gives notices to the Contractor stating {with supporting particulars} that (i) the Subcontractor can not readily obtain the goods required for the Variation.(ii) it will reduce the safety or suitability of the works ,or (iii) it will have adverse impact on the achievement of the schedule of guarantees. Upon receiving this notice, Contractor shall cancel, confirm or vary the instruction.

6.6 Vary procedure

If Contractor requests proposal, prior to instructing a Variation, the Subcontractor shall respond in writing as soon as practicable. Either by giving reasons why he cannot comply (if this is the case) or by submitting:

i. a description of proposed design and/or work to be performed and a programme for its execution.

ii. the Subcontractor’s proposal for any necessary modifications to the programme and to the time for completion and

iii. the subcontractor proposal for adjustment to the contract price.

The Contractor shall as soon as practicable after receiving such proposal, respond with approval, disapproval or comments. The contractor shall not delay any work whilst awaiting a response.

ARTICLE 7 TEST AND ACCEPTANCE

7.1 The equipments, materials, tools and fittings provided by Contractor should be checked, verified by Subcontractor during the handover to the Subcontractor. After that, all the damages and quality problems caused by the negligence and mishandling of the subcontractor should be the Subcontractor’s responsibility.

7.2 Subcontractor shall notify the contractor on completion of hardware installation of the sites under the purchase order. The contractor may inspect all the sites or some sites on sampling basis to verify the installation quality and progress report submitted by the contractor. The contractor shall complete the quality inspection of the sites under the each purchase order within one (1) month from the completion of the installation work under the purchase order.

7.3 Subcontractor shall notify and apply for the PAT to the Contractor after the completion of the Project. For Contractor’s convenience, Subcontractor shall submit all Project record documents, Project drawings, and acceptance documents.



7.4 Provisional Acceptance Test (PAT) shall be carried out by the representative of the Subcontractor, contractor and the Employer. The PAC shall be issued to Subcontractor within thirty (30) days after the successful completion of PAT and signing of PAT documents by the Contractor, the Employer and the Subcontractor. Upon issuance PAC of the Project, Subcontractor shall transfer all documents concerned under the control of Contractor.

7.5 The standards of acceptance and acceptance test documents shall be approved by the Contractor prior to starting the acceptance test.

ARTICLE 8 INSURANCE

8.1 The Subcontractor shall within three (3) days after Purchase Order issuance insure at his expense and in the joint names of the Contractor and the Subcontractor, insurances against any damage, loss or injury which may occur to any property or to any person from whatever cause arising for which he or his personnel is responsible and in such manner that the Contractor and Subcontractor are covered during the period of performance of the Works and also during the warranty period, Copies of such policies shall be provide to the Contractor for its reference.

8.2 The following insurances shall be effected by the Subcontractor:a) Worker’s Compensation insurance and Employer’s liability insurance

in such amounts and with such limits as required by the applicable laws. Subcontractor is fully responsible for any kind of injury claims by its workers.

b) Erection all risk Insurance for the tools brought to the site from Subcontractor using in this Project, to the full value of such facilities.

8.3 Third party liability insurance in respect of claims by third parties arising out of or in connection with the Work at the Site including coverage for bodily injury, death and property damage until the expiration of the warranty period. No deductible shall apply for bodily injury claims. These insurances shall be taken out in terms approved by the Contractor, which approval shall not be unreasonably withheld, and the Subcontractor shall produce at the Contractor request the policies and the receipt, indicating payment of current premiums for such policies.

ARTICLE 9 WARRANTY

9.1 Subcontractor shall provide 2(two) year free Warranty for the Project from the date of PAC.

9.2 If, within the warranty period, the Work performed by the Subcontractor or any part thereof is found defective or fails due to Workmanship, then the Subcontractor shall recover such faults without any cost to the Contractor and repair or rectify within 48 hours on notification from the Contractor.



9.3 Subcontractor should ensure the availability of technical support to the Contractor/ Employer during the warranty period.

9.4 All the service under warranty clause shall be made freely by the Subcontractor, including but not limited to all charges on site including freight, insurance and other incidental charges, hereof for any particular purposes or environments, except as expressly stipulated in this Agreement.

9.5 The Subcontractor shall be liable for all losses and damages. In case the Subcontractor breach Warranty clause of the Agreement, and contractor has the right to postpone the warranty period.

ARTICLE 10 INDEMNIFICATIONS

Except for claims which arise from Contractor's negligence or willful misconduct, Subcontractor agrees to indemnify and hold harmless Contractor, its successors and assigns, officers, directors, employees and customers (collectively "Indemnities"), from and against any and all claims and causes of action arising out of any claims of any third parties with respect to Subcontractor 's breach of any of its representations, warranties or contractual obligations contained in this Agreement; provided that Subcontractor receives prompt written notice of and has sole control over the defense and settlement of such claims and actions. Subcontractor shall pay all costs, expenses and reasonable attorney’s fees incurred by Contractor in connection with any such defense unless Contractor chooses to defend itself, in which case it would be at Contractor's own cost. In the event of any such claim or suit, unless Contractor chooses to defend itself at its own cost, Subcontractor shall have the right to select counsel and the right to control the defense and settlement of such suit or claim. Subcontractor further agrees to indemnify and save harmless Indemnities from all claims or causes of action based upon defective design, manufacture, or a failure of the Products to perform according to their specifications.

ARTICLE 11 LIQUIDATED DAMAGES

11.1 The Subcontractor’s liability for breach of Agreement:

a) Liquidated damages for project delay

If the delay of the project is caused by the fault of the Subcontractor or the Subcontractor’s failure to transfer the construction or submit the complete and acceptable project documents within the time specified herein, the Subcontractor shall pay liquidated damages to the Contractor for such delay of the project at the rate of five percent (5%) of the total Price of the PO for each week of delay, and such liquidated damages shall not exceed twenty percent (20%) of the total Price of PO. If liquidated damages reach to the maximum limit of twenty percent (20%) then Contractor reserves the right to terminate the Agreement



ultimately. Even the delay of one day beyond the time specified in PO shall be deemed as one week of delay.

b) Cost for loss or damage of Product

In the event any of the Products offered by Contractor is missing, or there is a damage of the product due to the fault of the Subcontractor, the Subcontractor shall compensate the Contractor the losses and damages suffered thereby. The Contractor shall deduct the above cost from the total balance amount of the PO with the DDP price (Delivery Duty Paid). In the event the total balance amount of the PO is insufficient to pay such costs and damages, the remaining balance shall be recoverable from subcontractor.

c) Any claims made by the Employer to the Contractor in respect of the defective quality of the project and any delay due to the Subcontractor during the performance of this Agreement shall be compensated by the Subcontractor.

d) The Contractor shall have the right to terminate this Agreement and also can refuse to make any payment hereunder, if the Contractor finds the Subcontractor committing or committed any fraudulent acts against the Contractor or the Employer during the performance of this Agreement or the Subcontractor assigns whole or part of the Agreement to any third party without the prior written approval of the Contractor. And if the Subcontractor refuses to accept the PO during the performance of this Agreement, In this case, the Subcontractor shall compensate the Contractor for all actual economic losses thus incurred by the Contractor itself as well as losses arising from the claim of the Employer.

11.2 If there is any discrepancy found in the progress report submitted for settlement by the subcontractor, the contractor has right to deduct five percent (5%) of the settlement amount as penalty.

11.3 During inspection and acceptance, ZTE shall evaluate the construction quality of Subcontractor, and shall work out the evaluation of the construction undertaken by Subcontractor using quality checklist (finalized after demo site). The evaluation method is one quality item one time which cannot meet the quality required shall be fail defect based on the quality of each item. If some quality problem noticed, the Subcontractor shall rectify the problem with in forty-eight (48) hours. The contractor shall reevaluate the construction quality after the rectification work. If evaluated quality defect rate is more than 10%, the site construction will be deemed as unqualified construction, every site’s quality defect rate more than 10% will be deducted the value of the site work as per the table below. In this way a maximum penalty of 20% of the site work value can be deducted from the pending payments of Subcontractor. If the Quality defect rate more than 30%, Contractor reserves the right to terminate the Agreement ultimately.



S. No. Quality defect rate Deduction1 11%-20% 5% value of the site work2 21%-30% 10% value of the site work3 31%-40% 15% value of the site work4 Above 40% 20% value of the site work

11.4 If there will be any losses to the Contractor / Employer due to mistakes, faults, workmanship, carelessness then such losses shall be compensated by the Subcontractor to the Contractor / Employer.

11.5 The contractor shall notify the subcontractor along with the Penalty Confirmation Form as per Annex 9 whenever there is situation of penalty or liquidated damages as set out in the above articles. The subcontractor shall give the confirmation or objection to the amount of penalty or liquidated damages within five (5) working days after the receipt of the written notice. If there is no confirmation or objection by the subcontractor in writing within five (5) days it is deemed that the penalty or liquidated damages accepted by the Subcontractor. Either Party shall clarify the liability for breach of Agreement after receiving the notice or response of the other Party as soon as possible. The Subcontractor shall pay the penalty or liquidated damages to the contractor within ten (10) working days after both Parties have reached an agreement in respect of the amount of penalty or damages. The penalty or liquidated damages can be deducted from next settlement application of corresponding PO if acceptable to the contractor.

11.6 If the report sent by Subcontractor is not consistent with site actual state, or it is not sent within required time. Contractor is entitled to charge Subcontractor 100 USD for each case, as liquidated damages.

11.7 The Contractor will check and mark the works according to Annex 2 Scope of Work and Annex 1 Technical Specification & desgin and Annex 5 Checklist. The Contractor is entitled to charge the Subcontractor 50 USD for a minor error and 200 USD for a Major error as liquidated damage, and will be executed by site which occurred quality default. And the sum of liquidated damage penalty will not exceed 30% of total subcontracting price of default site.

ARTICLE 12 FORCE MAJEURE

12.1 Where the performance hereof is hindered by or is absolutely impossible under the terms and conditions herein on account of Force Majeure, including earthquakes, typhoon, flood, fires, war and other unexpected, irresistible or unavoidable forces in respect of their consequence or results, the Party in contingency shall perform whole or part of this Agreement or that extension of time of performance hereof is necessary. In case that this Agreement is not able to be performed because of Force Majeure, the liabilities shall be exempted in part or wholly in light of the effects of Force Majeure.



12.2 The Party in contingency shall inform the other Party of such contingency in a reliable way immediately, and within 15 days present valid documents signed by the notarial agency of the locale, stating the details of the incident. Necessary remedy actions shall be taken by the Party impacted by Force Majeure to minimize the consequences resulted from Force Majeure. The Party impacted shall make efforts to perform its contractual obligations as far as feasible.

12.3 When the Force Majeure incident is ended or eliminated, the Party in contingency shall promptly inform the other Part. If the consequences of such contingency last more than 20 days, both Parties shall solve the problem in performing the Agreement through friendly negotiation, and shall reach written Contract as soon as possible.

12.4 If the said Force Majeure lasts for 90 days, the other Party shall have the right to deliver to the Party in contingency a written notice of rescinding the Agreement enclosed a grace period of 30 days. If the said Force Majeure ends within the grace period, the above Agreement rescission notice shall become invalid. If the Agreement should be rescinded, both Parties shall settle the final accounts and shall agree on the respective responsibilities after the Agreement rescission.

12.5 When only part of the Agreement is impacted by the Force Majeure incident, the unaffected part of the Agreement shall continue to be performed, no matter when the incident takes place or what kind of Force Majeure incident takes place.

ARTICLE 13 INTELLECTUAL PROPERTY RIGHT

13.1 All drawings, specifications, technical manual and commercial information provided by the Contractor to the Subcontractor, as well as the Contractor's designs, trademarks, copyright, know-how and other intellectual property rights, whether or not registered or registrable, shall remain the sole and absolute property of the Contractor. The use of such documents or rights by the Subcontractor shall be restricted to the purposes authorized under this Agreement.

13.2 The Subcontractor shall safeguard the Contractor from any lawsuits, claims and damages arising out of infringement or suspected infringement of any patent, registered design or copyright when providing the Services herein, and the expenses arising there from shall be solely born and paid by the Subcontractor.

13.3 The Subcontractor warrants the product under this Agreement shall not infringe the intellectual property of any third party. The Subcontractor undertakes to resist or defend at its own expense any request for any claim for equitable relief or damages against the Contractor and its end user based on an allegation that the reasonable use the Subcontractor’s products, infringes any Intellectual Property Rights of any third party and to pay any costs related to the settlement of such claim, provided



that the Contractor and the end user shall give prompt written notice of such claim. The Subcontractor shall take any of measures hereof.

a) procure for end user the right to continue using such product;

b) replace or modify the product so that it becomes non-infringement;

c) other reasonable measures.

13.4 The Contractor shall not bear the economic and legal responsibilities, which may arise. The Subcontractor shall indemnify the Contractor and its end user for any damages. In any event the Subcontractor shall be liable to the Contractor for the indirect damages.

ARTICLE 14 CONFIDENTIAL

14.1 All Confidential Information shall be the properties of the disclosing party and only used for the purpose of the Agreement by the receiving party. Either party agrees to prevent unauthorized disclose, sell, transfer, modify, translate, reproduce of the other party’s confidential information in accordance with the terms and conditions of the Non-Disclosure Agreement entered into between the parties, which is attached hereto as Annex 11 Non-Disclosure Agreement.

14.2 Neither the Subcontractor nor its employees or servants or agents shall disclose any proprietary or confidential information relating to the Contractor's technologies, know-how, and business secrets without the prior written consent of the Contractor. The Subcontractor shall not divulge, sell, transfer, or give the above-mentioned technologies, know-how and business secrets to any third party, or have the same licensed in its own name and vice versa.

14.3 Either party hereto acknowledges that any violation of the duty of confidentiality set forth in the Non-Disclosure Agreement is considered to be acting in bad faith and illegal. A party acting in bad faith during the term of the Agreement/Agreement shall indemnify the damages caused to the other party.

ARTICLE 15 SETTLEMENT OF DISPUTES

15.1 The Agreement, including without limitation its execution, validity, construction, performance and settlement of the disputes, shall be governed by the laws of Singapore without giving effect to the principles of conflict of law.

15.2 Any dispute arising from, or in connection with the Agreement shall be first settled through friendly negotiation by both Parties on the basis of voluntaries and equality. In case no settlement to disputes can be reached through amicable negotiation by both Parties, the disputes shall then be submitted to United Nations Commission on International and trade Law (UNCITRAL) Sub-commission for arbitration in accordance



with its Arbitration Rules in force at the time of application for arbitration. The arbitration shall proceed in Singapore. The arbitral award shall be final and binding upon both Parties. The arbitration fees shall be borne by the losing party except otherwise awarded by the arbitration commission.

15.3 To the fullest extent permitted by law, this arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the parties so as to protect relevant confidential information and intellectual property rights.

15.4 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Agreement except for those matters in disputes and under arbitration.

ARTICLE 16 SOCIAL AND ENVIRONMENT RESPONSIBILITY

16.1 In consideration for the opportunity of being a sustainable business partner of the Employer, the subcontractors hereby affirms to conduct its business in conformity with the standards set out in the contractor’s subcontractor code of conduct as set out in Annex 12, SER requirements which including labor practice, human rights, environment protect in the main agreement between contractor and employer which are related to this project and national and international applicable legal are also required to be followed.

16.2 The Subcontractor shall contractually secure that the Subcontractor's own employees, subcontractors, sub-subcontractors, business partners and other third parties directly or indirectly used by the Subcontractor in the provisioning of products and/or services towards the contractor ("Sub-subcontractor/Sub-subcontractors") accept and adhere to the SER requirements set out in this Agreement.

16.3 The Subcontractor shall contractually secure that the contractor has identical rights towards any Sub-subcontractor as it holds towards the Subcontractor itself under this Agreement, irrespective of tier in the Supply chain. In the event the Subcontractor and the contractor intend to exercise their respective rights towards the relevant Sub-subcontractor in a way that could be contradictory, the contractor’s desired approach shall prevail.

16.4 Contractor may request from Subcontractor information related to the measures adopted to ensure compliance with the SER requirements set out in this agreement. Upon previous written notice, Contractor shall be entitled, by itself or through an authorized auditor, to audit Subcontractor in order to verify its conformity with the SER requirement set out in this agreement.

16.5 If Contractor verifies that Subcontractor is not in compliance with the SER requirements Contractor shall notify Subcontractor in writing about



any identifiable non-compliance. And the subcontractor should solve the breach within thirty (30) Days following the receipt of Contractor's written notice, otherwise contractor shall be entitled to terminate this Agreement according to the provisions of Article 18 Termination. Notwithstanding the foregoing, Subcontractor shall continue to be liable and shall indemnify Contractor for any damages or losses incurred by Contractor, for non-compliance or defective compliance of Subcontractor’s obligations established under this Article.

16.6 In consideration for the opportunity of being a sustainable business partner of the Employer, the subcontractors hereby affirms to conduct its business in conformity with the standards set out in the contractor’s subcontractor code of conduct as set out in Annex 11, SER requirements which including labor practice, human rights, environment protect in the main agreement between contractor and employer which are related to this project and national and international applicable legal are also required to be followed.

16.7 The Subcontractor shall contractually secure that the Subcontractor's own employees, subcontractors, sub-subcontractors, business partners and other third parties directly or indirectly used by the Subcontractor in the provisioning of products and/or services towards the contractor ("Sub-subcontractor/Sub-subcontractors") accept and adhere to the SER requirements set out in this Agreement.

The Subcontractor shall contractually secure that the contractor has identical rights towards any Sub-subcontractor as it holds towards the Subcontractor itself under this Agreement, irrespective of tier in the Supply chain. In the event the Subcontractor and the contractor intend to exercise their respective rights towards the relevant Sub-subcontractor in a way that could be contradictory, the contractor’s desired approach shall prevail.

Contractor may request from Subcontractor information related to the measures adopted to ensure compliance with the SER requirements set out in this agreement. Upon previous written notice, Contractor shall be entitled, by itself or through an authorized auditor, to audit Subcontractor in order to verify its conformity with the SER requirement set out in this agreement.

If Contractor verifies that Subcontractor is not in compliance with the SER requirements Contractor shall notify Subcontractor in writing about any identifiable non-compliance. And the subcontractor should solve the breach within thirty (30) Days following the receipt of Contractor's written notice, otherwise contractor shall be entitled to terminate this Agreement according to the provisions of Article 18 Termination. Notwithstanding the foregoing, Subcontractor shall continue to be liable and shall indemnify Contractor for any damages or losses incurred by Contractor, for non-compliance or defective compliance of Subcontractor’s obligations established under this Article.



ARTICLE 17 REPRESENTATIONS AND GUARANTEE

17.1 Either Party represents and guaranties to the other Party that at the effective date of this Agreement:

a) the execution and delivery of this Agreement has been properly authorized;

b) it has full corporate power to execute, deliver and perform its obligations under this Agreement;

c) this Agreement does not conflict with or result in the breach of or default under any provision of its constitution, or any material term or provision of any law or regulation to which it is a party or a subject or by which it is bound;

d) there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Agreement; and;

e) it has (or will at the relevant time have) all licenses, authorizations, consents, approval and permits required by all applicable laws and regulations in order to perform its obligations under this Agreement, and otherwise complies with all laws and regulations applicable to the performance of those obligations.

17.2 The Subcontractor guaranty that:

a) It will not, by act or omission, damage the reputation of the Contractor or its brand name or mark;

b) It will at all times perform its obligations under this Agreement:

(i) loyally and faithfully towards the Contractor;

(ii) skillfully, diligently and with due care;

(iii) in accordance with all applicable laws and relevant industry codes or regulations.

(iv) the Products shall be completely new and unused;

(v) the Products provided by it will be free from defects in workmanship and materials and conform to the Specifications under normal use and service.

ARTICLE 18 EFFECTIVENESS OF THE AGREEMENT

The Agreement becomes effective ### 2015 and shall continue in force until ### 2015 .The Agreement is terminated upon satisfactory Project acceptance and settlement of the payments.



ARTICLE 19 TERMINATION

19.1 This Agreement may be terminated at any time prior to the Expiration Date by the mutual written Agreement of the Parties.

19.2 At any time prior to the Expiration Date, a Party (“Notifying Party”) may terminate this Agreement through notice to the other Party in writing if:

a) the other Party materially breaches this Agreement, and such breach is not cured within thirty (30) days ; or

b) the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its debts as they come due. or

c) the conditions or consequences of Force Majeure which have a material adverse effect on the affected Party's ability to perform continue for a period in excess of three (3) months and the Parties have been unable to find an equitable solution; or

d) fails to comply with article 13 and the Annex A Non-Disclosure Agreement.

e) abandons the Works or otherwise plainly demonstrates the intention not to continue performance of his obligations under the Contract.

f) gives or offers to give (directly or indirectly) to any person any bribe gift, gratuity, commission or other thing of value, as an inducement or reward:

(i) for doing or forbearing to do any action in relation to the Contract, or

(ii) for showing or forbearing to show favour or disfavour to any person in relation to the Contract,

or if any of the Contractor’s Personnel, agents or Subcontractors gives or offers to give (directly or indirectly) to any person any such inducement or reward as is described in this sub-paragraph (f), However, lawful inducements and rewards to Contractor’s Personnel shall not entitle termination.

19.3 The provisions of Articles of Indemnifications, Confidentiality, Settlement of Disputes, Termination, and any other provision of this Agreement, which expressly or by implication is intended to come into or remain in force on or after expiry or termination of this Agreement, shall continue in full force and effect notwithstanding any such expiry or termination.

19.4 The Contractor is entitled to terminate the Agreement under the following circumstances subject to serving (10) working days’ prior written notice to the Subcontractor:

a) The Subcontractor assigns whole or part of the Agreement to any third party without the written approval of the Contractor;

b) The Subcontractor’s Service fails to meet the reasonable requirements of the Contractor and/or the Employer;



c) The Contractor finds the Subcontractor committing or committed any fraudulent acts against the Contractor and/or the Employer.

19.5 The Contractor shall be entitled to terminate this Agreement without specifying any reason and any penalty or cost upon giving Seven (7) days prior written notice to the Subcontractor. The Agreement shall stand terminated on the expiry of the said period of Seven (7) days relieving both Parties of their respective obligations, save such obligations and / or liabilities of the Parties that, by their nature, survive the termination of this Agreement.

19.6 The Subcontractor shall forthwith cease any Service upon the termination of this Agreement hereof.

19.7 If this Agreement is terminated by either Party or both Parties in accordance with Article 18.1, and/or Article 18.2, neither Party shall be discharged from any other obligation or liability to the other Party under this Agreement, incurred prior to the date of termination unless otherwise agreed in writing.

19.8 If this Agreement is terminated in accordance with Article 18.4 the Subcontractor shall be liable for the loss and damages incurred by the Contractor.

ARTICLE 20 MISCELLANEOUS

20.1 Organization structure

Both Parties shall provide the project organization structure chart, confirm the project manager, daily coordinator and other pivotal members as well as their contact method.

20.2 Notices

Notices under this Agreement must be in writing, to be sent via the regular post, postage prepaid, or by overnight courier service, personal delivery, or confirmed facsimile. If sent by confirmed facsimile, notice will be effective one business day after being sent. If sent by confirmed personal delivery, notice will be effective at the time of delivery. If sent by overnight courier service, notice will be effective upon the actual time of delivery. If sent by regular post, notice will be effective five (5) business days after deposit. Notices should be sent to the following addresses:

The Subcontractor: #######

Add: ###########

The Contractor: ZTE MYANMAR COMPANY LIMITEDAddress: Business Suite No.04-10,Sedona Hotel, No.1, Kaba Aye Pagoda Road, Yankin Township, Yangon, Myanmar.Tel: +95-1-383157Fax: +95-1-383156



20.3 Entire Agreement

The Agreement and its Annexes constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof, and there are no additional or other promises, representations, warranties or contracts or understandings, whether written or oral, except those as contained herein.

20.4 No Waiver

The failure of either party to insist upon strict adherence to any term or condition of this Agreement on any occasion shall not be considered a waiver of any right to insist upon strict adherence to that term or condition or any other term or condition of this Agreement.

20.5 Severability

It is mutually agreed that in case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of this Agreement.

20.6 Language

The Agreement is entered in the English language. Should a translation of the Agreement into any other language be made for any reason, all matters involving interpretation shall be governed by the English text. The day-to-day language of communication and document transfer between the parties shall be English.

20.7 Written Changes

This Agreement may not be altered, modified, amended, changed, rescinded or discharged in whole or in part, except by a written Agreement executed by both parties.

20.8 Independent Party

The relationship of Contractor and Subcontractor established by this Agreement is that of independent contractors and nothing contained herein will be deemed or construed as creating a joint venture, partnership or other relationship between Contractor and Subcontractor. Neither party is authorized to (i) enter into contracts for or on behalf of the other; (ii) create any obligation or responsibility, expressed or implied, for or on behalf of the other; or (iii) bind the other in any manner. Each party will be responsible for its own costs and expenses with respect to all negotiations and activities in performing under this Agreement.

20.9 Interpretation

In the Contract, except where the context requires otherwise;

a) Words indicating one gender include all genders;



b) Words indicating the singular also include the plural and words indicating the plural also include the singular;

c) Provisions including the word ‘agree”, “agreed” or “agreement” require the agreement to be recorded in writing, and

d) “written” or “in writing” means hand-written, type-written, printed or electronically made, and resulting in a permanent record.

The Marginal works and other headings shall not be taken into consideration in the interpretation of Agreement.

20.10 Assignment

Neither Party shall assign the whole Part of the contract or any benefit or interest in or under the Contract. However, either Party:

a) May assign the whole or any part with the prior agreement of the other Party, at the sole discretion of such other Party, and

b) May, as security in favor of a bank or financial institution, assign its right to any moneys dues, or to become due, under the Contract.

20.11 Attachment of the Agreement

The following attachments shall be deemed to form and be read and construed as part of this Agreement:

Annex 1: KSGM 2014 Phase 1 OSP installation specification

Annex 3: Price List

Annex 4: Responsibility Matrix

Annex 5: Quality Acceptance Workbook

Annex 6: Purchase Order Format

Annex 7: Settlement Application Format

Annex 9: Penalty Confirmation Form

Annex 10 Engineering Service Acceptance Certification

Annex 11 Non-Disclosure Agreement

Annex 12 Subcontractor Code of Conduct

The attachments shall have the same force and effect as if set out in the body of this Agreement and references to this Agreement include the attachments.

20.12 This Agreement is made out in two (2) originals with 12 Annexure. Each one of the both parties keeps one original. Each original of the Agreement and its Annexes have equal legal effect.



IN WITNESS WHEREOF, this Agreement has been duly signed by the Parties hereto, in quadruplicate, on the day written above.

For and on behalf of: For and on behalf of:

ZTE MYANMAR COMPANY LIMITED

#######

By

__________________________

By

__________________________

Name: Name:

Title: Title


OSP

Documents

Transcript of OSP