RFP NO. MOB/ADM/25/06/15-017ISSUE DATE 25.06.2015

RFP

SUPPLY OF FUEL TO

MOBITEL BASE STATION GENERATORS

Mobitel (Pvt) Limited108, W.A.D. Ramanayake Mawatha,

Colombo 2Sri Lanka.

Confidential

DATA SHEET

ITEM DESCRIPTION

Request for proposal (RFP) to Supply Fuel to Mobitel Base Station Generators for a period of one (1) year

RFP NO: MOB/ADM/25/06/15-017

PLACE OF ACCEPTANCE OF THE RFP

Office of the Manager – Procurement, Mobitel (Private) Limited, 108, W.A.D. Ramanayake Mawatha, Colombo 02.

RECEIVING AND CLOSING OF RFP

Proposals will be received not later than 11.00 Hours Sri Lanka time on 20th July 2015

COMPLETION PERIOD

Services to be provided as per the specifications given under General Terms and Conditions of RFP.

BID BOND

Value of the bid bond is Seven Hundred and Fifty Thousand (Rs.750,000 /-). The bid bond shall be valid for ninety days (90) from the date of closing Bids. The Bid Bond format is given in Annexure 11.

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SECTION 1 – General Terms and Conditions1 INTRODUCTION

Mobitel (Private) Limited was Incorporated on the 11th of February 1993, under a build, operate and transfer agreement between Sri Lanka Telecom ( on behalf of the government of Sri Lanka ) and Telstra Australia (formally OTC Australia ( Pvt) Limited). Mobitel was the third operator to enter the mobile telephony market in Sri Lanka. The original analogue system using AMPS technology was used by Mobitel from 1993 to 1998 and upgraded to AMPS/DAMPS dual mode working in 1998, which is still in service.

Telstra, Australia and Sri Lanka Telecom signed a Memorandum of understanding in 1995, under the terms of which Telstra acquired a 60% stake in Mobitel whilst SLT retained 40% holding and BOT was changed to a JV between Telstra and SLT. Operating on this basis and vested with total management control, Telstra Australia continued to drive the organization forward whilst investing in and developing the network.

In November 2002, on mutual agreement the JV was terminated and Sri Lanka Telecom became the sole owner of Mobitel (Private) Limited when Telstra Australia relinquished its shareholding in the Company.

Subsequent to SLT gaining full ownership of Mobitel, a strategic decision was taken to proceed with GSM technology.

2 REQUEST FOR PROPOSALS

Mobitel (Private) Limited is floating this RFP with the intention of identifying prospective Vendor to supply Fuel for Mobitel Base Station Generators.

3 RFP DETAILS3.1 Receipt and close of RFP

3.1.1 RFP should be sent with ‘Technical’ offers and ‘Commercial’ offer submitted in two separate envelops signed and sealed in duplicate (original + duplicate).

3.1.2 The RFP should be addressed to the “Procurement Manager” with the RFP reference number “MOB/ADM/25/06/15-017” indicated on the top left hand corner of the envelopes and hand delievered to the Procurement Division, 5th Floor, No. 108, W.A.D. Ramanayake Mawatha – Colombo 02.

3.1.3 This RFP should be submitted on or before 11.00 hours on 20th July 2015.

3.2 Opening of RFP

3.2.1 The Evaluation Committees will open Bids the following working day at No.108, W.A.D. Ramanayake Mawatha – Colombo 02 and submitted for evaluation. The successful Vendor will be informed of the award within Ninety (90) working days of the opening of RFP.

3.3 Acceptance of RFP

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3.3.1 It is the policy of Mobitel to select the most suitable offer and award the order to the successful Vendor(s). However, Mobitel reserves the right to reject any or all the RFP’s received in response to their request and Mobitel has no obligation to explain to unsuccessful Vendors the reason for rejecting their RFP. Further there is to be no contract until certain formal documents have been executed and official Purchase Order issued.

3.3.2 Any clarification must be made via email to chanakai@Mobitel.lk on or before 13th July 2015

3.4 Validity Period of Offer

3.4.1 All offers shall be held good for acceptance for a minimum period of 120 days from the date of closing the RFP.

3.5 Technical Specifications

3.5.1 The Vendor is required to submit their Proposals on the basis of the required specifications given in Section 2 - Technical Specifications.

3.5.2 The vendor may be called upon at the discretion of Mobitel to arrange for demonstration of Services/Products/solution/s offered in RFP at a suitable location in Colombo, Sri Lanka by giving one week notice for demonstration. In such event all related costs of such demonstration will be solely on account of the vendor.

3.5.3 Technical offer should specify the product / service and relevant product/ service code using the line items (or additions to be decided by vendor) in the specimen pricing format (Annex 1, in Sec.3) as a guideline without the actual pricing.

3.6 Format for pricing

3.6.1 All prices should be quoted in SLR by using pricing format under Section 3 - Annexure I. Prices indicated shall be firm and not subject to variation except for rates of VAT and other applicable taxes prevailing on the date of closing of RFP.

3.6.2 All items (including product/ service code/s) as listed in the Technical offer should be indicated in the pricing offer.

3.6.3 Credit terms offered must also be in Annex 1 and accompanying Notes to format.

4 DOCUMENTS AND DETAILS TO ACCOMPANY RFP

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4.1 The Vendor shall submit an updated profile of the company, a list of five important customers with their contact details for the comparable Services/solution/products proposed and implemented for such customer/s with the technical proposal.

4.2 All proposals shall contain adequate particulars in respect of the Services/products/solutions offered as specified in Technical specifications as per Section 2 of this document.

4.3 All Proposals shall be the property of Mobitel and shall not be returned to the Vendor.

4.4 Duly signed and stamped Non-disclosure Agreement (original/ Scanned copy) to accompany with commercial proposal.

4.5 Statement of Compliance

Following should be noted when marking compliance for the RFP Clauses including General, Technical and Commercial.

1. The compliance shall be stated clearly whether it is Yes, No or Partial.

a) Yes = Full Compliance

b) No = No Compliance

c) Partial = Partial Compliance

2. Partial compliance shall be explained with remarks.

3. If the compliance status is marked as Yes and it is accompanied with remarks, it is considered as Partial Compliance.

RFP Clause # of RFP

Compliance - Yes/No/Partial Remarks for Partial Compliance

General compliance statement shall be accompanied with commericla proposal and the technical compliance statement shall accoapmany with the technical proposal..

5 ACCEPTANCE OR REJECTION OF OFFERS AND INTIMATION OF ACCEPTANCE

5.1 Mobitel reserves the right to decide on the most suitable Vendor/s taking into consideration all concerned facts. Mobitel is not bound to make the award to RFP submitting the lowest offer.

5.2 The RFP Committee reserves the right to reject any or all RFP’swithout adducing any offer and or reason. The notice of acceptance of RFP will be sent by registered post to the successful Vendor to the address given by him in the RFP documents as soon as possible after the decision has been made. Intimation of the acceptance of RFP may alternatively be made by Facsimile or e-mail if circumstances so require, and such intimation should be considered sufficient notice of acceptance.

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5.3 The notice of acceptance of RFP’s will be communicated to the successful Vendor who will receive the official purchase order.

5.4 MOBITEL reserves the right to cancel the project at its sole discretion at any time prior to signing a contract for any reason and without penalty

5.5 MOBITEL reserves the right to partition the work to the Vendors who are required to fully co-operate with other selected Vendor to collectively fulfill the objectives and requirements for the project.

6 USE OF DOCUMENTS AND INFORMATION

6.1 No Vendor shall without prior written approval from Mobitel disclose any document, specification, etc to any outside person or any other Vendor.

6.2 The Vendor shall not make use of any document or information except for purpose of executing of the order.

6.3 The Vendor shall be responsible for any discrepancies, errors or omissions in the drawings, designs and other written information supplied by the Vendor, whether they have been approved by Mobitel or not, provided that such discrepancies, errors, or omissions are not due to inaccurate drawings or information furnished by Mobitel.

6.4 The Vendor shall carry out at its own expense any alterations or remedial work necessitated by reason of discrepancies, errors or omissions due to the fault of the Vendor and shall modify the drawings, designs and other written information accordingly, or in the event if the same were done by or on behalf of Mobitel, the Vendor shall bear all costs incurred thereby in agreement with Mobitel.

7 CONFIDENTIALITY

7.1 The Vendor agrees that it will not permit the disclosure or duplication of any information received from Mobitel unless such disclosure or duplication is specifically authorized in writing by Mobitel, or as required by law.

7.2 Mobitel agrees that it will not disclose or duplicate any information designated in advance by the Vendor as “Confidential/Proprietary” information to any person (other than Mobitel personnel who must have access to such information) unless such duplication, use or disclosure is specifically authorized in writing by the Vendor or is required by law. The term “Confidential/Proprietary” does not include ideas, techniques, or concepts that are in the public domain.

7.3 The Vendor is required to submit a Non-Disclosure Agreement (NDA) as per attached standard format Annexure III with RFP documents submitted at time of closing RFP.

8 CANVASSING, GIFTS & COMMISSIONS

8.1 Vendor or their Agents should not canvass, offer or agree to give any kind of gifts, commissions rebate or inducement to any person employed by Mobitel.

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8.2 Breach of this clause may be punishable by law and shall render the RFP invalid And /or cancelled.

9 CHANGE ORDERS

9.1 Mobitel may at any time, by a written notice given to the Vendor a reasonable change within the scope of RFP on following areas.

9.1.1 Solution Specifications

9.1.2 Solution delivery time

9.1.3 Solution delivery location

9.2 The vendor shall not perform changes in accordance of the above, until the Mobitel has approved in writing on the basis of the revised estimate provided by the Vendor.

10 TERMINATION FOR DEFAULT

10.1 If the Vendor fails to fulfill the order as specified in the Agreement subsequently entered into, Mobitel may without prejudice to any other remedy for breach of the Contract, have the right to terminate the contract in whole or in part and recover any losses from the payments due to the Vendor.

11 STANDARDS OF SOLUTION

11.1 The Vendor shall warrant that the solution provided would conform to the required specifications and standards.

11.2 The Vendor shall if requested by Mobitel undertake to sign an agreement with Mobitel for all warranty procedures and provision for alternate solution

12 INDEMNIFICATION

12.1 Vendor shall agree to defend, indemnify, and hold harmless Mobitel, its officials, officers, employees, agents and volunteers from any and all claims, actions, judgments, losses, costs (including personnel related costs, reasonable attorney’s fees and all other claim related expenses) and damages whatsoever, including but not limited to claims made upon Mobitel arising by reason of accident, injury, or death to any person, to Vendor or to Vendor’s agents, employees, servants and all subcontractors or by reason of injury to property arising out of or in connection with work performed under the contract, except upon a finding of a tier of fact that such loss was caused by the sole negligence of Mobitel. This promise of indemnity shall apply in the case of injuries to Vendor’s own employees.

13 INSURANCE

13.1 The Vendor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts required by Mobitel against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Vendor, its agents, representatives, employees, sub consultants, or subcontractors.

14 INDEPENDENT CONTRACTOR

14.1 The parties intend that an independent contractor-client relationship will be created by their relationship. Mobitel is interested only in the results to be achieved, and conduct and control of the work will lie solely with the Vendor.

14.2 Vendor is not to be considered an agent or employee of Mobitel for any purpose, and the employees of the Vendor are not entitled to any of the benefits that Mobitel provides for its employees. Vendor understands that Mobitel does not intend to use

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the Vendor’s services exclusively. Vendor will be solely and entirely responsible for his or her acts and the acts of Vendor’s agents, employees, servants, and all subcontractors during the performance of the contract.

15 ROYALTIES AND PATENTS

15.1 The Vendor shall pay royalties and license fees and defend all suits resulting from claims for , infringement of any patent or other intellectual property rights and the Vendor shall and indemnify and hold Mobitel indemnified completely and at all times from all damages, costs and expenses of the alleged infringement of any patent or other intellectual property rights, on all software, materials, and equipment purchased outright or leased and installed according to the specifications of the Mobitel.

15.2 The Vendor shall defend Mobitel at the Vendors own cost at any or all such suits or proceedings. If the Equipment or any solution thereof is held to constitute an infringement in such action, the Vendor at his own expense will have the choice of taking one or more of the following courses of action;

15.2.1 Replace the items with a non-infringing items.

15.2.2 Procure for Mobitel the right to continue to use such Equipment and solution.

15.2.3 Modify the Equipment or any solution thereof so that the said Equipment or any solution thereof shall cease to constitute infringement of any such rights. The modified equipment must be of an equal or better standard as the equipment in issue.

15.2.4 In such an event the Contractor shall obtain the prior written approval of Mobitel.

16 GOVERNING LANGUAGE

16.1 All correspondence and other documents pertaining to the RFP shall be written in the English language. If any printed documents written in any other language are furnished, the English translation shall have to be certified by the relevant embassy or High Commission.

17 APPLICABLE LAW

17.1 The RFP and any Contract resulting there from will be governed and abide by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka.

18 ARBITRATION (ONLY IN THE EVENT OF PARTIES ENTERING IN TO A CONTRACT)

18.1 The Parties shall use their best efforts to settle any dispute difference or question between them arising out of a resulting Contract in an amicable way. The subject matter shall be discussed in good faith.

18.2 If however, the subject matter remains in dispute despite the Parties efforts to settle the dispute in question either party may submit the matter to arbitration as set out below.

18.3 All disputes differences or questions between the Parties with respect to any matter arising out of or relating to the resulting Contract shall be finally settled under the Rules of Conciliation and Arbitration in accordance with the provisions

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of the Arbitration Act No 11 of 1995 and the rules of the Arbitration Centre of the Institute for the development of Commercial Law and Practice, in Colombo (Sri Lanka) by three(3) arbitrators appointed in accordance with the said Rules and proceedings and the proceedings shall be conducted in the English language.

19 TAXES AND DUTIES

19.1 All taxes such as VAT, payable in Sri Lanka by the Vendor relating to the execution of a resulting Contract shall be borne by Mobitel.

19.2 The Vendor who should be registered for VAT shall submit to Mobitel complete and sequentially numbered invoices stating the VAT numbers of both parties and showing the component of VAT separately and Mobitel shall pay such total tax invoices.

19.3 However personal income tax and corporate income tax of the Vendor, the Vendor’s employees or his Sub Contractors payable whether in Sri Lanka or outside Sri Lanka shall not be borne by Mobitel.

19.4 Any taxes outside Sri Lanka shall not be borne by Mobitel.

19.5 Any taxes whether in Sri Lanka or outside Sri Lanka by Sub Contractors or employees of the Vendor shall not be borne by Mobitel.

20 PROTECTION OF EXISTING TELECOMMUNICATIONS SYSTEM

20.1 During the installation/construction period, the Vendor shall pay special attention to the protection of the existing telecommunications system from damage or interference.

20.2 In case such damage or interference should occur, the Vendor shall immediately suspend his Works and ask Mobitel for their instructions, upon receipt of which he shall restore services as soon as possible at his own cost.

21 PREVENTION OF DAMAGE

21.1 The Vendor shall, at his own expenses, provide facilities necessary to prevent damages to Works, Goods, adjacent structures or a third party until the Works has been completed and accepted.

21.2 The Vendor shall whenever he considers it necessary for the prevention of accidents, take proper measures at his own cost, and notify Mobitel of the measures taken. The Vendor shall be solely responsible, should any accident occur.

21.3 The Vendor shall not enter for any purpose, buildings other than those concerning with the project, without obtaining the permission of the person in charge.

22 VENDOR COSTS

22.1 The pricing RFP must include the following:

22.1.1 Cost for project management

22.1.2 Cost for product

22.1.3 Cost of Physical document retrieval (per document)

22.2 Mobitel shall not be liable for any costs incurred by the Vendor in preparing or submitting a RFP to Mobitel. RFP should be prepared simply and economically, providing a straightforward, concise description of Vendor capabilities to satisfy the requirements of the RFP.

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23 ORAL PRESENTATION23.1 Mobitel, at its sole discretion, may ask the Vendor to make an oral presentation

without charge to Mobitel at Mobitel facilities.

24 DEMONSTRATION OF PRODUCT

24.1 Mobitel, at its sole discretion, may ask the Vendor to demonstrate their Solution at Mobitel facilities without charge to Mobitel. Mobitel will allow as much as a half day for Vendor demonstrations.

24.2 Mobitel will request the Vendor to make recommendations with regard to the length of demonstration before the demonstration is scheduled.

25 FORMAT FOR RESPONSE:

25.1 Cover Letter, Title Page and Signatures, Table of Contents25.2 Executive Summary - Provide a general overview of the RFP offer.25.3 Vendor background and qualifications - Include Vendor and executive information,

including management team and qualifications of key staff that would be working with Mobitel. Please address the Vendor financial status (privately held, corporation, etc)

26 ADDENDA TO THE RFP

26.1 In the event that it becomes necessary to revise any part of this Request for Proposal, addenda will be provided.

27 NON DISCLOURE AGREEMENT

Guidelines;(1) The Complete NDA should be submitted(2) The NDA should be executed in the following manner

Company - By the persons authorized by the Company’s Articles of Association. Generally it is a Director (in a single Director company) or Two Directors or a Director and the Company Secretary. However in large companies delegation takes place as such a Manager or other official might be authorized to sign the NDA on behalf of the Company. In the latter case please obtain a copy of the document by which the Board has given authority to the individual to sign on behalf of the Company. Plus the rubber seal (or the common seal if available) of the company to be placed on the NDA (this is required for the purpose of refuting any allegations that might

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be made by the other party on the basis that the NDA was signed by a person not authorized by Company.

(3) The two witnesses should place their signatures (the witnesses by placing their signatures would be witnessing the placing of the signatories’ signatures) (4) NDA should be submitted in two copies

NOTE - IF a NDA has already been executed with Mobitel, it is not necessary to submit a separate NDA with this RFP.

28 CORRESPONDENCE

28.1 The Vendor will name a representative to communicate with Mobitel. The representative must be a person authorized to negotiate a contract in the company’s name. The Vendor must also identify a person who will act as the Vendor’s contract administrator. This person or a successor must have full authority to resolve disputes with Mobitel.

28.2 Any correspondence in this regard should be sent in writing, e-mail to the following address. All communications about this Request for Proposals must be directed through the following officer who is co-ordinate for this RFP.

W.Chanaka IndigahawelaAssistant Manager - ProcurementMobitel (Pvt) Ltd108, W.A.D. Ramanayake MawathaColombo 2.

Tel: +94 716910401e-mail: chanakai@mobitel.lk

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SECTION 2 – Technical specification .

Scope of work for the Base Station Fuel Supply

1.1 Base Station Fuel Supply Mobitel has deployed generators in their base station around the country and generators are operating under two main modes

1. Standby mode2. Full time running mode

Contractors have to supply the fuel up to the generator which is installed in different terrains.Contractors shall quote for the given pricing format.

1.2 Quality of the Fuel Supply

Diesel engine driven engines are generally designed to operate on ASTM DO75 number 2 diesel fuel. Care should be taken in the purchase of fuel and filling of tanks of to prevent ingress of dirt and moisture into the fuel system. Dirt will clog injectors and cause accelerated wear in the finely machined components of the fuel system. Moisture can cause corrosion and failure of these components.

If buyer able to prove that any repairs done on buyers generators is due to the supply of low quality fuel, repair charges in such incident shall be reimburse from the contractor.

1.3 Purchasing of the fuel

Contractor shall purchase the adequate quantity of fuel from an authorized dealer and claim the cost of the purchase from the buyer. Buyer shall pay only the fuel cost and no additional payment will accommodate for such purchase other than the delivery service charge.

1.4 Fuel Consumption

Buyer maintains a history of consumption of the diesel in the particular site. Any deviations from the average consumption are subjected to deduct from the contractors invoice unless justificationIs provided with the respective regional engineer or the power engineer.

1.5 Uninterrupted Fuel Supply

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Contractors shall continuously refill the generators assigned to avoid interruptions due to lack of fuel. Any interruption due to delay in fuel supply is subjected to pay penalty for downtime of the site as follow;

Hour Penalty (Rs.)01st hr 5000.0002nd hr 15,000.0003rd hr and Every extra hour penalty amount

should multiply by two of previous amount.

1.6 Generator hour meter reading

The Contractor shall record the hour meter reading of the generator before every filling and such data shall furnish along with the invoices. After every filling contractor shall SMS the meter reading the number of liters pumped to the person nominated by the buyer.

1.7 Re fueling Plan

Contractor shall be responsible for maintaining a refueling logbook or file for each site or site specified in this contract.

1.8 Safety and Health

All work shall comply with the applicable requirements of state and municipal safety and health requirements. Where there is a conflict between applicable regulations, the most stringent shall apply.

SECTION 3 – Commercial Terms

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3.1 Annexture 1 – Price Format/ BOQ

Pricing Format –Handling ChargesNo

Description Price per liter

1 Mortrable site2 Manual transport <500m.Flat terrain.3 Manual transport <500m .Steep terrain.4 Far distance steep terrain Manual transport <500m5 Far distance steep terrain Manual transport <1000m6 Far distance steep terrain Manual transport >1000m7 Far away, Steep terrain, Most difficult, manual transport

>1000m8 Sankapala Special site

Diesel Price1. Cost of Diesel per liter

Commercial Terms & Conditions;

1. Prices should to be quoted in LKR. 2. Validity of offer – 120 days from closing date of RFP.

3. Payment Terms – 30 days credit from invoice receipt date to Payments Section

4. Delivery lead time needs to be mentioned in proposal.

5. Taxes applicable should be shown separately.

6. Price offer to be signed by an Authorized Signatory of the Company with company seal.

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7. Annexure II – BID BOND FORMAT

Gtee Ref

Date of Issue

Bene Name : Mobitel (Private)Limited

Address No 108 W.A.D.Ramanayake Mawatha

Colombo 2,

Sri Lanka.

AT THE REQUEST OF Applicant Name & Address, WE DO HEREBY UNDERTAKE AND AGREE UNCONDITIONALLY AND IRREVOCABLY AND GUARANTEE TO PAY ON FIRST DEMAND WITHOUT CAVIL, ARGUMENT AND OR ANY REQUIREMENT BY MOBITEL (PRIVATE) LIMITED TO ADDUCE REASONS, PROOF OR CONDITION AND WITHOUT ANY OBJECTION WHATSOEVER BY US, ALL MONEYS THAT MAY BE CLAIMED AND/OR DEMANDED BY YOU AS PAYMENT DUE ON THE ………………………AGREEMENT BETWEEN THE PARTIES. WE FURTHER UNDERTAKE THAT, IN THE EVENT REASONS HAVE BEEN FURNISHED IN THE SAID DEMAND, THE SAID REASONS PROVIDED THEREIN SHALL NOT BE QUESTIONED OR DISPUTED BY US.

EVERY DEMAND HEREUNDER SHALL BE IN WRITING FOR SPECIFIC AMOUNTS UNDER THE HAND OF THE MOBITEL (PRIVATE) LIMITED AND SHALL CERTIFY THAT THE SAID Applicant Name HAVING BECOME LIABLE TO PAY UNDER THE AGREEMENT BETWEEN THE PARTIES, FAILED TO PAY THE SAME WHEN SO REQUESTED BY OR ON BEHALF OF THE MOBITEL (PRIVATE) LIMITED AND SHALL BE ADDRESSED TO THE MANAGER, bank and address DELIVERED AT OUR COUNTERS AT address, AT OR BEFORE 12 NOON ON ……………… (Expiry Date being 18 months from date of issue), AND IN CASE THE SAID Expiry date SHALL BE A BANK HOLIDAY, THEN AND OR 12 NOON ON THE FIRST BANK NORMAL WORKING DAY THEREAFTER.

OUR MAXIMUM LIABILITY HEREUNDER SHALL NOT IN ANY EVENT EXCEED THE SUM OF UNITED STATES DOLLARS …………………………………… (USD……………).

EVERY PAYMENT MADE BY US THEREUNDER SHALL BE A PRO TANTO DISCHARGE OF OUR LIAIBITY THEREUNDER.

THIS GUARANTEE SHALL BECOME AUTOMATICALLY NULL AND VOID AND CEASE TO BE OF ANY FORCE OR AVAIL IN LAW AFTER 12 NOON ON THE SAID Expiry Date (AND IN CASE THE SAID DATE SHALL BE A BANK HOLIDAY THEN AFTER 12 NOON ON THE FIRST BANK NORMAL WORKING DAY THEREAFTER) AND OUR LIABILITY HEREUNDER SHALL BE COMPLETELY EXTINGUISHED AFTER 12 NOON ON THE SAID DATE (OR AFTER 12 NOON ON THE FIRST NORMAL WORKING DAY THEREAFTER, AS THE CASE MAY BE) WHETHER OR NOT THE ORIGINAL OF THIS LETTER OF GUARANTEE IS RETURNED TO US DULY DISCHARGED EXCEPT ONLY IN RESPECT OF DEMANDS FOR SPECIFIC AMOUNTS FORMULATED AND CERTIFIED IN MANNER AFORESAID AND DULY RECEIVED FROM YOU BY US AT OUR COUNTERS AT (address of the bank) AS AFORESAID UNDER THIS GUARANTEE AT OR BEFORE 12 NOON ON

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THE SAID Expiry Date (OR AT OR BEFORE 12 NOON ON THE FIRST BANK NORMAL WORKING DAY THEREAFTER, AS THE CASE MAY BE).

WE AGREE THAT ANY CHANGE OR ADDITION TO OR OTHER MODIFICATION OF THE TERMS OF ANY CONTRACT BETWEEN THE PARTIES SHALL NOT IN ANY WAY RELEASE US FROM ANY LIABILITY UNDER THIS GUARANTEE.

THIS BANK GUARANTEE SHALL BE GOVERNED BY THE LAWS OF SRI LANKADATED AT COLOMBO ON THIS ………….DAY OF 2014.

BankLocation

AUTHORIZED SIGNATORY

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Annexure III -AGREEMENT ON NON-DISCLOSURE AND RESTRICTION OF USE OF MATERIAL

THIS AGREEMENT made and entered into on this …….. day of ……………………………… Two Thousand and Fifteen (2015).

By and Between

………………………………………………., a Company incorporated under the Companies Act, No.7 of 2007 under the Registration No. PV …….. and, having its registered office at at ……………………………………………… (hereafter referred to as "………" which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include ………………………………………………………its successors and permitted assigns) of the ONE PART.

1 And

MOBITEL (PRIVATE) LIMITED a Company incorporated under the Companies Act, No.7 of 2007 under the Registration No. PV 9478 and, having its registered office at 108, W.A.D. Ramanayake Mawatha, Colombo 02, Sri Lanka (hereafter referred to as “Mobitel” which expression shall include, unless explicitly excluded, MOBITEL (PRIVATE) LIMITED, its successors-in-interest and permitted assigns) of the OTHER PART.

2 Mobitel and ………………are hereinafter jointly referred to as “Parties” and individually as “Party”.

WHEREAS …………………….. is engaged in ………………………………………………..

3 WHEREAS Mobitel is carrying on the business of providing mobile telecommunication cellular services ;45 AND WHEREAS the Parties wish to protect and preserve the confidential and/or

proprietary nature of information and materials to be disclosed or made available by either Party (hereinafter referred to as the “Disclosing Party”) to the other Party (hereinafter referred to as the “Receiving Party”) in connection with exploring a business opportunity including and not limited to certain discussions, negotiations or dealings between the Parties (“Purpose”) in accordance with the terms and conditions set forth herein;

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1. To facilitate discussions, meetings and the conduct of business, as may from time to time occur, between the parties in connection with the proposed business relationship between the two parties, it may be necessary for either party to disclose to the other technical, customer, personnel and/or business information in

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written, graphic, oral or other tangible or intangible forms, clearly marked or labeled "Confidential" or "Proprietary" (or with a similar legend), including, but not limited to specifications, records, data, computer programs, drawing, know-how, notes, model reports and samples, idea, invention (whether patentable or not), process, technique, algorithm, computer program (source and object code), design, schematic, drawing, formula, data, product development plan, strategy, forecast and other technical, engineering, manufacturing, product, marketing, servicing, financial, personnel, human resources, and other information and materials, such information may contain proprietary, private or confidential material, or material subject to applicable laws regarding secrecy of communications or trade secrets [hereinafter referred to as “Confidential Information”].

2. Each party acknowledges and agrees:

a. That all Confidential Information acquired by the Receiving Party from the Disclosing Party shall be and shall remain the exclusive property of the Disclosing Party. Except as may be otherwise agreed to in writing, no warranties of any kind, whether express or implied, are given by Disclosing Party with respect to any Confidential Information or any use thereof;

b. To consider all the information exchanged between the parties as Confidential Information unless otherwise agreed between the Parties at the time of disclosure.

c. That information that is disclosed orally between the Parties should be considered by the Receiving Party as Confidential Information.

d To receive in confidence any Confidential Information; to limit access to such

Confidential information to authorized employees on a need to know basis of the Confidential Information in order for the Receiving Party to participate in the matter of mutual interest described above; and not to disclose such Confidential Information to others which includes other entities and persons who are not full-time, regular employees of the Receiving Party , but exclude consultants and advisors provided that such Consultants and advisors have signed similar confidentiality agreements with the Receiving Party or authorize anyone else to discuss such Confidential Information to others without the prior written approval of the Disclosing Party.

e. To use such Confidential Information only for the Purpose or specified by the Disclosing Party.

f. That all the Confidential Information in written, graphic or other tangible form furnished hereunder shall remain the property of the Disclosing Party and shall (i) be returned to the Disclosing Party at its written request , together with their Derivations (as defined below), including all copies made thereof by the Receiving Party, and (ii) the Receiving Party shall promptly erase or destroy all Confidential Information, Derivations, and copies thereof if recorded and stored in an electronic medium (as an example: computer discs, tapes, flash drives, etc). Upon written request by the Disclosing

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Party, an officer of the Receiving Party shall certify the following in writing: (a) the return of all tangible records containing Confidential Information, Derivations, and copies thereof; (b) the destruction or erasure thereof, if the Confidential Information and/or Derivations are stored in an electronic medium as provided above; (c) of the discontinued use and its intent not to continue to use the Confidential Information; and (d) its compliance with the requirements of this Section 4. Derivations are defined as documents or records, in intangible or tangible form, or on electronic media, describing, summarizing, reproducing, or re-disclosing the Confidential Information, whether in whole or in part, or any extracts thereof.

g. Notwithstanding the term hereof, to treat all Confidential Information as

provided herein until such time as the Parties mutually agree in writing that such treatment is no longer warranted; and

h Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information to products derived there from.

i Subject to Clause 3 below the release of any information,

Confidential or otherwise, should be with the prior written approval of the Disclosing Party.

j That the Receiving Party shall maintain all Confidential Information of the Disclosing Party in trust and strict confidence for the sole benefit of Disclosing Party and shall not disclose such Confidential Information to any third party without Disclosing Party’s prior written consent.

k. That the Receiving Party shall take all reasonable measures, but in any event no less than the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance, to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Disclosing Party’s Confidential Information.

l. That the Receiving Party shall not remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party.

3. These obligations do not apply to Confidential Information which:

a. As shown by reasonably documented proof, was in the Receiving Party’s possession prior to receipt thereof from the Disclosing Party; and

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b. As shown by reasonably documented proof, was received by the Receiving Party in good faith from a third party not subject to a confidential obligation to the Disclosing Party; or

c. is or becomes publicly known through no breach of confidentiality obligation by the Receiving Party; or

d. Is disclosed to a third party by the Disclosing Party without a similar non- disclosure restriction; or

e. Is disclosed pursuant to a requirement imposed by a Government agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this sub-section, the Receiving Party receiving the request for the information shall notify the Disclosing Party in writing and shall give the Disclosing Party an opportunity to participate in objecting to production of the Confidential Information and shall cooperate fully with Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential information; or

f. Was developed by the Receiving Party independently without having access to any of the Confidential Information received from the Disclosing Party.

g. Is authorized in writing by the source to be released or is designated in writing by the source as no longer being Confidential or proprietary.

4. Business Relationships .

4.1 Each Party acknowledges that the other Party's employees and contractors are valuable business assets. Each Party agrees that, during the period until the Purpose is completed and for one (1) year thereafter, it shall not (for itself or for any third party) divert or attempt to divert from the other Party any employee or contractor, through solicitation or otherwise.

5. Nothing contained in this Agreement shall act to prevent any one or all of the Parties hereto from concurrently or otherwise discussing or planning similar projects with non-parties to this Agreement so long as the non-disclosure aspects of this Agreement are not violated. Neither Party shall discuss or disclose in writing or by any other means to any third party, any information knowingly allusive to any Confidential Information.

6. Except as provided herein, no right or license whatsoever, either expressed or implied is granted to the Receiving Party pursuant to the Agreement under any trade secret, know-how, patent, patent application , trademark, copyright or other proprietary right now or hereafter owned or controlled by the Disclosing Party or its successors or permitted assigns.

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7. It is agreed that a violation of any of the provisions of this Agreement will cause irreparable harm and injury to the non-violating Party and that Party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining the violating Party from doing or continuing to do any such act and any other violations or anticipatory violations of this Agreement. Except in showing of willful violation of this Agreement, neither Party shall be liable to the other, whether in contract or in tort or otherwise, for special, indirect, incidental or consequential damages.

8. Neither this Agreement nor provision of Confidential Information pursuant to it shall be construed as an agreement, commitment, promise or representation by either Party to do business with the other or to do anything except as set out specifically in this Agreement.

9. This Agreement shall be construed in accordance with the laws of Sri Lanka and be

subject to the jurisdiction of the Courts of Sri Lanka.

10. This Agreement shall be binding on agents, successors and permitted assigns of the Parties.

11. This Agreement is the entire agreement between the Parties with respect to nondisclosure of Confidential Information pertaining to the matters stated above and suspends all prior agreements and understandings with respect to this subject. This Agreement shall not be assigned or transferred by either Party without the prior written consent of the other Party.

12. Unless terminated earlier by written notice without prejudice to any rights and obligations of this Agreement, this Agreement shall remain in force for a period of five years from “from the date of signing hereof”. Provided however the provisions relating to’ Confidentiality’ shall survive any termination.

13. .Any doubt, dispute, controversy, and, or claim arising out of or in connection with this agreement and any subsequent amendments thereto including without limitation its formation, interpretation or on the rights, duties, obligations, or liabilities of any party thereto or on the operation, breach, termination, existence or validity thereof including non contractual claims whether during or after its termination shall be referred to and finally determined and settled by Arbitration by a panel of three Arbitrators in accordance with the provisions of the Arbitration Act No. 11 of 1995.

The Arbitration will be held in Colombo Sri Lanka and will be conducted in the English Language.

14. MISCELLANEOUS

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14.1 The waiver by either Party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect, and such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties and shall be reformed to the extent necessary to make such provision valid and enforceable. The Parties are independent contractors, and neither Party shall have any authority of any kind to bind the other Party in any respect whatsoever.

IN WITNESS WHEREOF Common Seal of Mobitel and the Common Seal or Signature of the authorized representative of ………………… are placed hereunto and to one other of the same tenor and date as these presents on the date mentioned at beginning hereof

The Common Seal of MOBITEL (PRIVATE) LIMITED is affixed hereunto in the presence ofMr. P. G. Kumarasingha, the Chairman and Corporate Advisory Services (Private) Limited the Secretaries to the Company Who do hereby attest the sealing hereof

6 WitnessesSignature Name

1. ……………………….. ……………………………

2. ……………………….. ……………………………

The Common Seal of ……………………………………………is affixed hereunto in the presence of And who attest the Sealing hereof

7 Witnesses:

Signature Name

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1. ……………………….. ……………………………

2. ……………………….. ……………………………

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