appendix 9 - services agreement

7/27/2019 Appendix 9 - Services Agreement

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Support Services Agreement related to the outsourcing of site maintenance

Support Services Agreement related to theoutsourcing of site maintenance between

Millicom Lao Co., Ltd. and Contractor

Reference of this Agreement:

Millicom Lao Co. Ltd Confidential Page 1 of 23


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TABLE OF CONTENTS

Preamble......................................................................................................3Parties 3Definitions....................................................................................................3

Scope of Agreement....................................................................................6Service Platform...........................................................................................7Preventive Maintenance...............................................................................7Corrective Maintenance...............................................................................8Power Maintenance......................................................................................8Equipment and spares.................................................................................9Reporting and maintenance follow up.......................................................10Inventory management.............................................................................11

Term of the Agreement..............................................................................11Service Fees...............................................................................................12Service Fee validity....................................................................................12Invoicing 12Payment 13

Taxes, duties and levies.............................................................................13Insurance...................................................................................................13Purchasers obligations..............................................................................14Contractors obligations.............................................................................14Exclusions..................................................................................................15Delays Service Fee reductions.................................................................15Warranty17

Termination................................................................................................18

Force Majeure............................................................................................19Indemnification..........................................................................................19Limitation of liability..................................................................................19Confidentiality............................................................................................20

Trademark and publicity............................................................................20Subcontracting...........................................................................................21Assignment................................................................................................21Notices 21No waiver...................................................................................................22Governing law and settlement of disputes................................................22Severability................................................................................................23

Entire Agreement.......................................................................................23Modification of Agreement.........................................................................23Originals of Agreement..............................................................................23Annex 1- Request for Proposals.................................................................25Annex 2- Statement of Compliance...........................................................26Annex 3- Service Fees................................................................................27Annex 4 Prices for Optional Hardware and Services................................28Annex 5- Maintenance report templates....................................................29Annex 6- Maintenance Planning Template.................................................30



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PREAMBLE

Whereas, Purchaser would like to acquire certain preventive andcorrective maintenance services for its physical sites, and

Whereas, Contractor would like to supply such services toPurchaser in accordance with the terms and conditions of thisAgreement.

Now, therefore, in consideration of the foregoing and the mutualobligations herein contained, Purchaser and Contractor agree asfollows:

PARTIES

This services agreement (the Agreement) is entered into this

day of 22 October 2013 (the Effective Date) between:

Millicom Lao Company Limited, a Lao limited liability companywith its principal office at Lane Xang Business Centre, P.O. Box4693, 14 Lane Xang Avenue, Unit 4 Ban Hatsadi, ChantaburyDistrict, Vientiane, Lao Peoples Democratic Republic (Lao PDR),hereinafter called "Purchaser".

And

Contractor (reg no), with its principal office at ,, , , hereinafter called

"Contractor",

Purchaser and Contractor are hereinafter called the "Party" or,collectively, the "Parties".

DEFINITIONS

1.1 All terms used but not defined in this Agreement shall have thesame meaning as in applicable international standards.

1.2 The following expressions shall have the meaning herebyassigned to them unless the context would obviously require

otherwise.

Agreement Documents shall mean the followingdocuments, which constitute theAgreement:

- Annex 1 - Request for Proposals(highest precedence)

- Annex 2 - Statement of Compliance

- Annex 3 - Service Fees



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- Annex 4 Prices for OptionalHardware and Services

- Annex 5 - Maintenance reporttemplates

- Annex 6 - Maintenance planningtemplate (lowest precedence).

In the event of any inconsistencybetween the Agreement documents,the inconsistency shall be resolvedby giving precedence to theAgreement documents in the orderin which they are listed above.

Area: shall mean the Lao PeoplesDemocratic Republic, wherePurchasers network is installed andoperated.

CorrectiveMaintenance:

shall mean the services aiming atidentifying and correcting damagedHardware and/or abnormalsituations that have led to amalfunction of the Site impactingthe availability of the network.

Hardware: shall mean all or part of equipment(including firmware and software)and associated materials related topower and civil works and tower andBase Transceiver Station (BTS) and

Transmission.

Inventory RecordKeeping Service

shall mean the Service under whichContractor records and stores data

regarding all Hardware in a centraldatabase and updates this data as aresult of reported changes.

Lead Time(s) shall mean the agreed time forcompletion of the Services.

Normal OperationalCondition:

shall mean when a Site operates ina satisfactory manner at Purchaserssole opinion or as otherwise

mutually agreed to in writingbetween Purchaser and Contractor,



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as relevant.

Optional Hardware andServices:

shall mean any equipment or itemor material or services as listed in

that Purchaser may request toContractor under this Agreement.

PreventiveMaintenance:

shall mean the services aiming atdetecting damaged Hardwareand/or abnormal situations thatmight lead to a malfunction of theSite impacting the availability of thenetwork.

Procedures Manual: shall mean the document (manual),to be agreed upon between theParties, containing all detaileddescriptions of the procedures andSites to be applied and followed byContractor and Purchaser during theexecution of this Agreement.

Repair or ReplacementOrderAcknowledgement:

shall mean Contractorsacknowledgement of a Repair orReplacement Order, in accordance

with the instructions in theProcedures Manual.

Repair or ReplacementOrder:

shall mean the order issued byPurchaser to Contractor under theRepair or Replacement Service andrelated to a request for a Hardwarerepair or replacement.

Repair or Replacement

Service:

shall mean the service to be

provided by Contractor in order torepair or replace faulty Hardware.

Repair: shall mean Contractors obligationto repair the Hardware sent byPurchaser to Contractor under theRepair or Replacement Service andreturn the same Hardware toPurchaser.

Replacement: shall mean replacement of a faulty

Hardware by an equivalent new



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Hardware.

Service Fee(s): shall mean the fees to be paid toContractor by Purchaser for the

Services as specified in Annex 3.

Service Platform: shall mean the general obligationand responsibility of Contractor tomaintain and support anorganisation and platform forproviding the Services.

Services: shall mean the Preventive andCorrective maintenance service(s)to be provided by Contractor underthis Agreement, i.e. all SupportServices and Optional Services.

Site: shall mean a physical site ofPurchasers mobiletelecommunications network. Thelist of the Sites is defined andupdated from time to time byPurchaser in the Procedures Manual.

Spare Part Unit Pool: Means Contractors managed stockof Hardware at Purchasers and/orContractors premises, as furtherspecified in the Procedures Manual.

SCOPE OF AGREEMENT

1.3 Upon the terms and conditions set forth in this Agreement,Contractor shall supply and Purchaser shall acquire the Services.

1.4 The Services to be provided by Contractor hereunder shall be

performed in relation to the Site, regardless of whether theHardware at the Site is subject to warranty or not and regardlessof the manufacturer of the Hardware.

1.5 Optional Hardware and Services shall be performed and chargedin accordance with Annex 4.

1.6 Purchaser shall have the right to terminate one or several of thedifferent Services without terminating the Agreement with three(3) months prior notice to Contractor. The Service Fee for theremaining Services shall then be adjusted accordingly, taking

into account the type and scope of the remaining Service(s).



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SERVICE PLATFORM

1.7 Contractor shall make available and maintain a Service platformto handle any of Purchasers request. The Service Platform isdetailed in the Procedures Manual. It shall include but not belimited to:

a) a telephone support that shall be available twenty-four(24) hours a day, seven (7) days a week and three-hundredyear round, and

b) a valid general electronic mail address, and

c) an up-to date Services team roster, and

d) a project manager that shall be Purchasers single pointof contact (SPOC).

PREVENTIVE MAINTENANCE

1.8 Contractor shall perform Preventive maintenance to the Sites aslisted in the Procedures Manual and deliver a report for each visitper Site in accordance with Annex 2. The report shall be basedon the templates specified in Annex 4. The frequencies of thevisits shall be as follows:

MaintenanceType

Frequency

Power Every three (3) months.

Civil Every three (3) months.

Tower

- Guy-Mast: every year between January andMarch and six (6) months after installation ofadditional load.

- Self-Supported and Roof-Tops: every two (2)years.

BTS Every three (3) months.

Transmission Every three (3) months.

1.9 Contractor shall perform Preventive Maintenance visits to allSites, as listed in the Procedures Manual.

1.10 Contractor shall accept all new Sites assigned to Contractor byPurchaser. For the avoidance of doubt, Contractor shall performall Services, as specified in Annex 2 to all new Sites assigned toContractor.



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CORRECTIVE MAINTENANCE

1.11 In case of any failure that is not attributable to the commercialpower supplier1 and in accordance with Annex 2 and theProcedure Manual, Contractor shall reach the site and repair thefailure Upon Purchasers request by telephone to the numbers orin writing as specified in the Procedures Manual. The Lead Timesshall be as follows:

SitePriority

Lead time to reach the site fromPurchasers first notification

A One (1) hour.

B Three (3) hours.

C Five (5) hours.

D Seven (7) hours.

1.12 The Site Priorities and Lead Times are fully detailed in theProcedures Manual as may be amended from time to time by theParties.

1.13 When Contractor is located in the Site, he shall interact withPurchasers field services, if and when required, following remote

assistance instructions to solve failures.

1.14 A Corrective Maintenance is deemed successful when the Site isback to Normal Operational Condition within the specified Lead-

Time and the failure handling and resolution is properly reported.

POWER MAINTENANCE

1.15 Contractor shall not be responsible for failure of power to Site ordamage to generator or Site wiring as a result of damage causedby the supplier of commercial power.

1.16 Contractor shall not be legally permitted to work on or repair anyequipment supplied or owned by the supplier of commercialpower. However, Contractor shall be responsible for repairingand/or replacing all Purchasers defective electrical parts, exceptfor defective equipment and / or parts owned by the supplier ofcommercial power.

1.17 Contractor shall be responsible for reporting actions needed totake to restore the commercial power and co-ordinate therestoration with the supplier of commercial power.

1 As of 7 May 2008, the commercial power supplier in the Area is Electricit duLaos (EDL).



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EQUIPMENT AND SPARES

Contractor shall supply and manage a Spare Part Unit Pool forHardware to be located at the agreed Site(s) in the Area.Contractor shall remain sole owner of the Hardware within theSpare Part Unit Pool. The Spare Part Unit Pool shall initially, andas a minimum, include the types and numbers of replacementHardware units stated in the Procedures Manual.

1.18 Contractor shall at all times be responsible for:

a) continuously keeping proper types and sufficientnumbers of Hardware units in the Spare Part Unit Pool, in orderto completely cover Purchasers need of spare parts, and

b) continuously keeping the Spare Part Unit Pool updatedwith new, additional and/or updated/upgraded Hardware. In

order to avoid doubt, any additions, updates and/or upgradesof Hardware in the Spare Part Unit Pool shall be managed byContractor and included in the Service at no extra charge, and

c) keeping the Spare Part Unit Pool accessible toPurchaser at all times.

1.19 Contractor shall provide his own equipment for measurementand maintenance to his teams including at least those listed inAnnex 4.

1.20 Contractor shall bear the cost for all low cost spares such as but

not limited to duct tape, bulbs, garbage bags, light switches,electrical plugs, labels and non specialized fuses.

1.21 All corrective infrastructure maintenance, in which specializedmaterials are needed, shall be paid according to the pricelist inAnnex 3.

1.22 If the materials used are not contained in the pricelist, Contractorshall provide a quotation to Purchaser before providing thematerials. If Purchaser does not agree on the quotation,Purchaser shall have the right to make the materials available.

1.23 Contractor shall request Purchasers written agreement beforeperforming any repair that requires worth more than onehundred United States Dollars (100 USD) of spare materials, evenif they are included in the pricelist specified in Annex 3.

1.24 Contractor shall, upon receipt of Purchasers order for repair orreplacement of a faulty Hardware replace or repair the faultyHardware within a lead-time that shall be agreed between theParties. Detailed repair or replacement service procedures aredescribed in the Procedures Manual.

1.25 The faulty Hardware as specified in Purchasers Repair orReplacement Order shall be shipped at Contractors cost to theaddress specified in the Procedures Manual.



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1.26 The consignment shall include a copy of Purchasers Repair orReplacement Order stating Purchasers order number, articlenumber, revision state, and quantity.

1.27 A completed Repair or Replacement delivery note shall beattached to each unit of Hardware in accordance with theProcedures Manual.

1.28 Return shipping to Purchaser shall be at Contractors cost. Theterms of deliveries are Delivered Duty Paid (DDU) to agreed pointof delivery in the Area, INCOTERMS 2000.

REPORTING AND MAINTENANCE FOLLOW UP

1.29 If requested by Purchaser, Contractor shall participate in weeklyfollow up meetings with Purchaser.

1.30 Contractor shall each month deliver a time schedule of thepreventive maintenance for the upcoming month, as specified inAnnex 6. The time schedule of the upcoming month shall be sentby Contractor no later than the last working day of the month.

1.31 Contractor shall deliver a report for each visit per Site within thescope of Preventive Maintenance.

1.32 In order to spread out the monthly service reports over time,Contractor shall send at least twenty-five per cent (25%) of allapplicable monthly maintenance reports every week. Onehundred per cent (100 %) of all monthly maintenance report shall

be sent by Contractor to Purchaser no later than the last workingday of the month.

1.33 For each report, Contractor shall take a list of digital pictures asspecified in Annex 4. Each picture shall include the first page ofthe newspaper of the day as a proof of the date it has beentaken.

1.34 For each visit on a Site, Contractor shall keep and update thelogbook on the Site, where every Contractors personnel workingor visiting the Site shall be properly registered.

1.35 When maintenance reports are delivered, the assignedsupervisor shall review and approve the reports. If the reportsare not accepted, Contractor shall without undue delay, correctthem.

1.36 When performing Corrective Maintenance or repairs, Contractorshall deliver a report of the task, including pictures before andafter the repairs, based on the template specified in Annex 4. IfPurchaser does not approve the repairs, Contractor shall, withoutundue delay, redo the repairs without extra charge. Contractorshall not be allowed to invoice repairs that have not beenapproved by Purchaser.



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INVENTORY MANAGEMENT

1.37 Contractor shall keep, operate and make available to Purchaserat all time upon Purchasers request an up-to-date centralInventory Record Keeping Service for all types of Hardware and,if applicable, Software in use or in any spare parts stock. Basedon Purchasers and Contractors reports, inventory changes arerecorded in Contractors central data base. For each Site,Contractor shall keep an inventory of the Hardware in the Site, asspecified in Annex 4, including asset codes of the Hardware.

1.38 If an equipment does not have an Asset Code, Contractor shallreport the serial number of such equipment so that it can bereferenced as an asset during the next visit on the Site.

1.39 Every time new Hardware is installed by Contractor on a Site,Contractor shall report equipment serial number so that it can be

referenced as an asset during the next visit on the Site.

1.40 Contractor shall label electrical breakers, cables and distributionpanels on the Site for existing equipment, and all new equipmentinstalled by Contractor.

1.41 In the event of changes carried out by other contractors and/orsub-contractors, it will be Purchasers responsibility to ensurethat these contractors identify, label and verify properinstallation.

1.42 Contractor shall report any unusual found in the Sites.

1.43 Contractor shall withdraw all non operational Hardware and moveit back to Purchasers warehouse on supervisors demand.

TERM OF THE AGREEMENT

1.44 The Agreement shall come into force and effect upon theEffective Date.

1.45 This Agreement has a term of one (1) year from the date statedin Article 1.44 (the Term), unless terminated on an earlier datein accordance with this Agreement, prolonged in accordance withArticle 1.46 or otherwise prolonged by mutual agreementbetween the Parties.

1.46 The Term of this Agreement will be automatically prolonged foradditional period(s) of one (1) year (the Prolongation Term)each at a time unless declared by Purchaser by written notice toContractor not later than at least three (3) months prior toexpiration of the Term that Purchaser does not want to prolongthe Term. In such case the Agreement shall expire at the end ofthe Term or Prolongation Term, as relevant. During theProlongation Term, all of the terms and conditions hereof shallcontinue in full force and effect, unless otherwise agreedbetween the Parties. All references elsewhere in this Agreement



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to the Term shall be deemed to include the Prolongation Termwhen the Term is prolonged.

SERVICE FEES

1.47 Purchaser shall for the supplied Services pay the Service Feesspecified in Annex 3. The Service Fees are stated in United StatesDollars (USD) and are exclusive of value added tax (VAT).

1.48 Discounts on aforesaid fees apply if Optional Services or otherconsultative services are ordered in consecutive hours as follows:

Cumulatednumber of

hours

Discount of the total orthe monthly amount

60 10 %

160 15 %

480 20 %

800 30%

1.49 These discounts are also applicable if Purchaser orders OptionalServices or other consultative services on a regular basis, i.e. for

a total number of hours per month.

1.50 The Service Fees shall include all the expenses incurred byContractor during the performance of the Services.

SERVICE FEE VALIDITY

1.51 The Service Fees are fixed for a period of three (3) months fromthe Effective Date at a time and shall be subject to quarterly re-negotiations. In the event and to the extent that the Partiescannot reach an agreement in relation to new Service Fees, then

the Service Fees in force shall remain in force.1.52 Notwithstanding Article 1.51, the Service Fees shall be updated

every time Purchaser needs to purchase a new Hardware and/orOptional Hardware and/or Service.

INVOICING

1.53 The invoicing of the Services Fees shall be made by Contractormonthly in arrears, however not prior to that Contractor hascompleted its Quarterly Support Service Fee reductioncalculation, where applicable.



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1.54 Any Service Fee reduction calculation shall be attached to therespective monthly invoice. If not, the relevant invoice shallautomatically be deemed not proper.

1.55 The invoicing for Optional Hardware and Services shall be madeby Contractor in arrears upon completion of the OptionalHardware and Services or on a monthly basis in arrears asapplicable. In the event the relevant Optional Service lasts morethan three (3) months, the invoicing shall be made by Contractorquarterly in arrears.

PAYMENT

1.56 Terms of payment are sixty (60) days from receipt of proper andundisputed invoice. For the avoidance of doubt, a proper andundisputed invoice shall (i) include a report from Contractor

describing Contractors compliance to the Lead Times and (ii) bereduced in accordance with Article 1.54 and Article . An invoicenot including a correct report from Contractor describingContractors compliance to the Lead Times and/or without suchreduction made, as may be relevant, shall be invalid. In suchcase, Contractor shall have a right to issue a new invoice withrelevant Service Fees reduction applied, when the correct Lead

Time report has been delivered to Purchaser.

TAXES, DUTIES AND LEVIES

1.57 The prices shall include any and all taxes, duties and leviesimposed, levied or assessed, outside and inside of the Area(excluding VAT inside the Area) as a result of the purchase madeby Purchaser from Contractor under the Agreement. For theavoidance of doubt, Contractor shall be responsible for anywithholding taxes, taxes related to permanent establishments orsimilar taxes imposed, levied or assessed as a result of thepurchase made by Purchaser from Contractor under theAgreement.

1.58 Contractor shall be responsible for personal income tax for itself

and its personnel and for any and all taxes, duties and levies inrelation to its personnel and the personnels belongings.

1.59 Purchaser shall not be responsible for and shall, if ordered to payby the tax authorities, be reimbursed by Contractor for any andall taxes, duties and levies for which Contractor is responsible asstated above.

INSURANCE

1.60 Contractor shall at all times maintain appropriate, sufficient andnecessary insurance in relation to the performance of Servicesand Contractors personnel.



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PURCHASERS OBLIGATIONS

1.61 Purchaser shall:

a) appoint suitable staff for the purpose of liaison withContractor relating to the Services, and

b) provide Contractors service staff, when visitingPurchasers premises, with operating supplies andconsumables such as paper, magnetic tapes, ribbons, cards,format tapes, disc cartridges and such similar items, asPurchaser would use during normal operation.

CONTRACTORS OBLIGATIONS

1.62 Contractor shall:

a) collaborate with Purchaser in a spirit of trust and co-operation, and

b) ensure that its staff and sub-contractors comply withany and all regulations and requirements made known toContractor concerning the conduct of its personnel atPurchasers premises, and

c) make sure that its personnel, with regard to theirassignments, will work under Purchaser supervision and shallfollow Purchasers instructions.

d) inform Purchaser without undue delay in the eventContractor is of the opinion that Purchaser fails to fulfil any ofPurchasers obligations under the Agreement, and

e) have and follow an environmental policy which aims atreducing its business harmful influence on the environment,and

f) not have, directly or indirectly, in connection with theperformance under this Agreement or otherwise, offer, pay,promise or attempt to pay or authorize the giving of money oranything of value to Purchaser or an employee, agent,

consultant of Purchaser or other person related to Purchaser. Abreach of the foregoing shall constitute an incurable materialbreach in accordance with Article 1.74 and shall, in addition toall other remedies available, entitle Purchaser to compensationfrom Contractor, equivalent to a sum of one hundred thousand(100 000) USD per occasion, and

g) arrange and bear all the charges related to the workpermits for its personnel and/or its subcontractor(s).



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EXCLUSIONS

1.63 Contractor shall not be responsible for failure of power to Site ordamage to generator or Site wiring as a result of damage causedby the supplier of commercial power.

DELAYS SERVICE FEE REDUCTIONS

1.64 Contractor shall promptly notify Purchaser in writing of anycircumstance which it believes could give rise to delay in theperformance of any of Contractors obligations under thisAgreement together with an estimate of the delay.

1.65 The compliance with the agreed Lead Times and/or any otherrequirement compliance shall be measured by Contractormonthly. Such monthly measuring shall be done per type ofservice. In addition, such monthly measuring shall be

automatically repeated during the Term of the Agreement.

1.66 In the event that the Services, due to circumstances notattributable to Purchaser, are not executed within the respectiveagreed Lead Times stipulated in Article and Article , Purchasershall be entitled to the following Service Fee reductions:



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Item

Trigger Applicablemonthly

Service Feereduction

Maintenancewindow

Serviceaffecting tasknot completedwithin theMaintenanceWindow,defined by00:00 AM to03:00 AM Lao

Time.2

0.05% of thetotal monthlyService Feefor every houror portion ofhour roundingto the nexthour delay foreach specifictask.

Reports

Failure toprovide, orprovision ofincompleteand/orinconsistentmonthlyreports, aswell as the

timeschedule.

0.13% of themonthlyService Feeper eachreport.

Lead

Times

Failure tocomply withthe stipulatedLead Times.

0.5% of thetotal monthlyService Feefor each houror portion ofhour roundingto the nexthour

exceeding theLead Times.

2

Example: If a service affecting task is completed by 8:00 AM Lao Time,Purchaser is entitled to a Service Fee reduction of 0.25 % of the total monthlyService Fee.



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Item

Trigger Applicablemonthly

Service Feereduction

Serviceaffectingfailure

Serviceaffectingfailure causedbyContractorsfailure toperform theServices asspecified inAnnex 2.

0.5% of thetotal monthlyService Feefor each Sitewhich isaffected bythe failure, forevery hour orportion of hour rounding

to next hourof duration ofsuch a failure.

1.67 For the avoidance of doubt, the calculation of the Service Feereduction shall be made using the relevant total monthly ServiceFee payable by Purchaser as a basis, to be reduced with theapplicable monthly Service Fee reduction. Such reduced monthlyService Fee is the monthly Service Fee actually payable byPurchaser considering all Sites under this Agreement.

1.68 The reduction of any invoice in accordance with this Article shallnot relieve Contractor from performing its relevant obligations.

WARRANTY

1.69 Contractor warrants that the Services to be performed byContractor hereunder shall be performed with due care, in aprofessional and workmanlike manner and in accordance withContractors standard procedures and practices.

1.70 In the event and to the extent that Contractor has not performed

the Services with due care, in a professional and workmanlikemanner and in accordance with Contractors standard proceduresand practices, Contractor shall at its own cost remedy suchdeficiency without undue delay.

1.71 Every month, Purchaser shall have the right to perform randomaudits on three (3) Sites maintained during the month before,based on the site maintenance report. If the audit shows that atleast two (2) Sites out of three (3) are not coherent with thereport, Contractor shall, without undue delay, redo themaintenance visits of all Sites of the past month without extra

charge.



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1.72 Where Purchaser have identified deviations and/or flaws betweenthe inventory report and the reality of the Site, Contractor shallredo the inventory management on-Site and reporting at thelatest during the next scheduled Site maintenance visits withoutextra charge.

TERMINATION

1.73 Either Party shall have the right to terminate the Agreementforthwith without liability to the other Party, by written notice tothe other Party, if the other Party goes into liquidation, entersinto composition proceedings with its creditors, becomesinsolvent or is unable to pay its major debts or the majority of itsdebts or fails or admits in writing its inability to pay its majordebts or the majority of its debts as they become due, makes ageneral assignment for the benefit of creditors or if a petition

under bankruptcy or under any insolvency law is filed by oragainst the other Party and such petition filed by a third party isnot dismissed within sixty (60) days (or such longer periodagreed upon between the Parties) after it has been filed or asecured part takes possession of all or substantially all of itsassets and such process is not dismissed or restrained withinthirty (30) days.

1.74 Either Party shall have the right to terminate the Agreementforthwith without liability to the other Party, by written notice tothe other Party, if the other Party commits a material breach of

its obligations hereunder provided, however, that in case of anybreach which is capable of being cured, neither Party shallterminate the Agreement unless and until the other Party shallhave failed to cure such breach within thirty (30) days after itshall have been served with a notice requiring that such breachbe cured and stating the sending Party's intention to terminatethe Agreement if compliance with the notice to cure is not met.

1.75 Should the license to operate a mobile network system in theArea been withdrawn or altered in such a manner that thePurchaser is unable to keep operating, then Purchaser shall have

the right, without liability to terminate this Agreement.

1.76 Where Contractor has been merged or consolidated or Contractorhas sold or transferred all or substantially all its assets and suchmerger or consolidation or asset transfer is or is likely to beagainst Purchasers interests (i.e. merger with Purchasers directcompetitor), Purchaser shall have the right to terminate thisAgreement with immediate effect and without liability other thanthose stated in Article for any due payment.

1.77 The expiration or termination of this Agreement shall not affector prejudice any provisions of the Agreement which are expresslyor by implication provided to continue in effect after suchexpiration or termination.



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FORCE MAJEURE

1.78 Neither Party shall be liable neither for non-performance nordefective nor late performance of any of their obligationshereunder to the extent nor for such periods of time as such non-performance, defective or late performance is due to causesand/or conditions outside of the performing Partys reasonablecontrol.

1.79 Causes and/or conditions outside of a Party's reasonable controlshall include, but not be limited to, acts of terrorism, strikes andother labour disputes, fire, explosions, floods, earthquakes,typhoons, epidemics, wars (whether declared or undeclared),government acts (including failure to act) (de jure or de facto),riots, revolutions, sabotage or severe weather conditions whichthe Party claiming excuse could not have reasonably foreseenthe effects of or made alternative arrangements for.

1.80 In case of a situation beyond the affected Partys reasonablecontrol, the affected Party shall without undue delay notify theother Party in writing and furnish the other Party with all relevantinformation thereto. If such notification is not made, the Partyshall not have the right to claim excuse under this Article.

1.81 In case of delay caused by causes and/or conditions outside of aParty's reasonable control, the right of relief shall applyirrespective of whether the cause of delay occurs before or afterthe agreed completion date.

1.82 Should a delay caused by causes and/or conditions outside of aParty's reasonable control continue for more than two (2)months, Purchaser shall then have a right to terminate thisAgreement upon reasonable advance notice to the other Party.

INDEMNIFICATION

1.83 The Parties agree to indemnify and hold each other harmlessfrom and against all (i) damage or injury (including death) toproperty or person belonging to or employed by the other Party,

and (ii) liabilities to third parties and all losses incurred inconnection with claims by third parties (including withoutlimitation, all losses, claims, demands and damages) resultingfrom the acts or omissions from the other Party, the other Partysofficers, agents, employees or subcontractors in connection withthe performance of the Agreement.

LIMITATION OF LIABILITY

1.84 Neither Party shall be liable to the other Party in connection withthe Agreement for any indirect or consequential damages, i.e.

loss of production, loss of business, loss of investment, loss ofrevenue and loss of goodwill.



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1.85 Article 1.87 shall in no event limit the amounts which may bepayable by either party under Article (Indemnification) or as aresult of a breach of any of the confidentiality obligations setforth in Article (Confidentiality).

1.86 A Party suffering loss or damages shall take all reasonablemeasures to limit such loss or damage.

CONFIDENTIALITY

1.87 All information (oral, visual and written) transferred to the otherParty under the Agreement or during negotiations beforeexecution of the Agreement shall be treated by the receivingParty as confidential. The Parties agree:

a) To maintain the confidentiality of such ConfidentialInformation and not disclose the same to any third party,

except as authorised by the original disclosing Party in writing.Such Confidential Information also includes oral and visualConfidential Information.

b) To restrict disclosure of Confidential Information toemployees who have a "need to know". Such ConfidentialInformation shall be handled with the same degree of care thatthe receiving Party applies to its own Confidential Informationbut in no event less than reasonable care.

c) That Confidential Information is and shall at all times

remain the property of the disclosing Party. No use of anyConfidential Information is permitted except as otherwiseprovided herein and no grant under any proprietary rights ishereby given or intended.

d) To use such Confidential Information only as required inperformance of the Agreement.

1.88 However, each Party may disclose Confidential Information inaccordance with judicial or governmental order, legalrequirement or applicable regulations, provided that the otherParty is given reasonable prior notice prior to such disclosure,

including the intended scope and content of such disclosure.

1.89 The Confidential Information shall be considered confidential fora period of five (5) years from the termination or expiration ofthe Agreement, as relevant.

TRADEMARK AND PUBLICITY

1.90 Nothing contained in the Agreement shall be construed asconferring any right to use any name, trademark or otherdesignation of either Party hereto, including any contraction,

abbreviation, or simulation of any of the foregoing, in advertising,publicity or marketing activities.



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1.91 Neither Party shall advertise or publish any information related tothe Agreement without the prior approval of the other Party.

SUBCONTRACTING

1.92 Contractor shall not, without Purchasers prior approval - suchapproval not to be unreasonable withheld or delayed -subcontract its undertakings to other third parties than anycompany owned or directly controlled by Contractor. For theavoidance of doubt, Contractor shall remain Purchasers singlepoint of contact (SPOC).

1.93 Purchaser shall have the right to accept or dismiss any resourceand/or company subcontracted to perform the Services.

1.94 Purchaser reserves the right to subcontract its rights andperformance of its obligations under this Agreement to

subcontractors. However for undertakings to be performed atContractors premises, if any, Contractor shall give prior writtenconsent to such subcontracting, such consent not beunreasonably withheld or delayed.

1.95 Each Party shall be responsible to the other Party for theperformance by any such subcontractor, as if performed by therelevant Party itself.

ASSIGNMENT

1.96 Notwithstanding Article 1.76, the Agreement shall accrue to thebenefit of and be binding upon the Parties hereto and anysuccessor entity into which either Party shall have been mergedor consolidated or to which either Party shall have sold ortransferred all or substantially all its assets, but it shall not beotherwise assigned by either Party without the prior writtenconsent of the other Party. The Parties agree that any consent toa requested assignment shall not be unreasonably withheld ordelayed.

NOTICES

1.97 Notices required to be given by one Party to another shall bedeemed properly given if reduced to writing and personallydelivered or sent by registered or certified post to the addressbelow, postage prepaid and shall be effective upon receipt.

1.98 Contractor shall send notices to Purchaser as follows:

Millicom Lao Co. Ltd. (Tigo Lao)

14 Lane Xang Avenue, P.O. Box 4693

Vientiane, Lao PDRTelephone: +856 207 800 700



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Fax: +856 207 800 701

1.98.1 Purchaser shall send notices to Contractor as follows:

Attention: Mr/Ms

Fax No.:

Tel No.:

1.99 Either Party may from time to time, by written instructions to theother Party, change the addresses or fax numbers for givingnotice.

1.100 The English language in which the Agreement is written shall bethe language to be used in all documents and correspondencerelated to the execution of the Agreement, unless otherwiseagreed upon between the Parties.

NO WAIVER

1.101 The failure of either Party to insist, in one or more instances,upon the performance of any of the terms or conditions of theAgreement, or to exercise any right hereunder, shall not be

construed as a waiver or relinquishment of the futureperformance of any such terms or conditions or the futureexercise of such right, and the obligation of Contractor orPurchaser with respect to such future performance shall continuein full force and effect.

GOVERNING LAW AND SETTLEMENT OF DISPUTES

1.102 The Agreement shall be governed by and construed inaccordance with the laws of Singapore.

1.103 Any dispute, controversy or claim arising out of or in connection

with the Agreement shall be finally settled through arbitrationunder the Rules of the Arbitration Institute of the StockholmChamber of Commerce by three (3) arbitrators appointed inaccordance with the said Rules.

1.104 The place of the arbitration proceedings shall be Singapore, andthe language of the proceeding shall be English.

1.105 This Article shall not prevent either Party from obtaininginjunctive relief from a court of competent jurisdiction topreserve the status quo, while it seeks to enforce its rights under

this Article .



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SEVERABILITY

1.106 Each provision of the Agreement is construed in such a manneras to be effective and valid under the substantive laws ofSweden. Should, however, any provision notwithstanding this, byaction of law or for any other reason, be held to be prohibited orinvalid in any relevant jurisdiction, the remaining provisions ofthis Agreement shall, provided that the contractual state ofequilibrium between the Parties is not materially distorted as aresult of such prohibition or invalidity, remain in full force andeffect.

1.107 Should the contractual state of equilibrium between the Partiesnot be materially distorted as a result of a prohibition orinvalidity of any provision of this Agreement, the Parties shallpromptly agree upon an alternative provision having an effect assimilar as possible to the effect of the prohibited or invalidprovision.

1.108 Should the contractual state of equilibrium between the Partiesbe materially distorted as a result of the prohibition or invalidityof any provision of the Agreement, the Party not favoured bysuch prohibition or invalidity shall have the right to terminate thisAgreement with immediate effect.

ENTIRE AGREEMENT

1.109 This Agreement constitutes the entire agreement between the

Parties with respect to the subject matter hereof and supersedesall previous negotiations, proposals, commitments, writings, oralstatements, and understanding of any nature whatsoever.

MODIFICATION OF AGREEMENT

1.110 No modification, amendment or other change may be made tothe Agreement or any part thereof unless reduced to writing andexecuted by authorised representatives of both Parties.

ORIGINALS OF AGREEMENT

1.111 The Agreement has been duly executed by the Parties in two (2)originals of which the Parties have taken one (1) each.

Date: .............................................

Date: .....................................................

Place: ............................................

Place: ....................................................



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Purchaser Contractor

Signature: ........................................

Signature: ..............................................

Name: ..............................................

Name: ....................................................

Title: ................................................

Title: .....................................................



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Annex 1 - Request for Proposals

Millicom Lao Co. Ltd Confidential


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Annex 2 - Statement of Compliance



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Annex 3 - Service Fees



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Annex 4 Prices for Optional Hardware and Services



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Annex 5 - Maintenance report templates



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Annex 6 - Maintenance Planning Template