Support Services Agreement related to the outsourcing of site maintenance <Ref>

Support Services Agreement related to the outsourcing of site maintenance between Millicom Lao Co., Ltd. and Contractor Reference of this Agreement: <>

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TABLE OF CONTENTS Preamble......................................................................................................3 Parties 3 Definitions....................................................................................................3 Scope of Agreement....................................................................................6 Service Platform...........................................................................................7 Preventive Maintenance...............................................................................7 Corrective Maintenance...............................................................................8 Power Maintenance......................................................................................8 Equipment and spares.................................................................................9 Reporting and maintenance follow up.......................................................10 Inventory management.............................................................................11 Term of the Agreement..............................................................................11 Service Fees...............................................................................................12 Service Fee validity....................................................................................12 Invoicing 12 Payment 13 Taxes, duties and levies.............................................................................13 Insurance...................................................................................................13 Purchasers obligations..............................................................................14 Contractors obligations.............................................................................14 Exclusions..................................................................................................15 Delays Service Fee reductions.................................................................15 Warranty17 Termination................................................................................................18 Force Majeure............................................................................................19 Indemnification..........................................................................................19 Limitation of liability..................................................................................19 Confidentiality............................................................................................20 Trademark and publicity............................................................................20 Subcontracting...........................................................................................21 Assignment................................................................................................21 Notices 21 No waiver...................................................................................................22 Governing law and settlement of disputes................................................22 Severability................................................................................................23 Entire Agreement.......................................................................................23 Modification of Agreement.........................................................................23 Originals of Agreement..............................................................................23 Annex 1- Request for Proposals.................................................................25 Annex 2- Statement of Compliance...........................................................26 Annex 3- Service Fees................................................................................27 Annex 4 Prices for Optional Hardware and Services................................28 Annex 5- Maintenance report templates....................................................29 Annex 6- Maintenance Planning Template.................................................30

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PREAMBLE Whereas, Purchaser would like to acquire certain preventive and corrective maintenance services for its physical sites, and Whereas, Contractor would like to supply such services to Purchaser in accordance with the terms and conditions of this Agreement. Now, therefore, in consideration of the foregoing and the mutual obligations herein contained, Purchaser and Contractor agree as follows: 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 company with its principal office at Lane Xang Business Centre, P.O. Box 4693, 14 Lane Xang Avenue, Unit 4 Ban Hatsadi, Chantabury District, Vientiane, Lao Peoples Democratic Republic (Lao PDR), hereinafter called "Purchaser". And Contractor (reg no), with its principal office at <address>, <postal code>, <city>, <country>, hereinafter called "Contractor", Purchaser and Contractor are hereinafter called the "Party" or, collectively, the "Parties". DEFINITIONS 1.1 1.2 All terms used but not defined in this Agreement shall have the same meaning as in applicable international standards. The following expressions shall have the meaning hereby assigned to them unless the context would obviously require otherwise. Agreement Documents shall mean the following documents, which constitute the Agreement: - Annex 1 - Request for Proposals (highest precedence) - Annex 2 Compliance Statement of

- Annex 3 - Service Fees

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- Annex 4 Prices for Optional Hardware and Services - Annex 5 - Maintenance report templates - Annex 6 - Maintenance planning template (lowest precedence). In the event of any inconsistency between the Agreement documents, the inconsistency shall be resolved by giving precedence to the Agreement documents in the order in which they are listed above. Area: shall mean the Lao Peoples Democratic Republic, where Purchasers network is installed and operated. shall mean the services aiming at identifying and correcting damaged Hardware and/or abnormal situations that have led to a malfunction of the Site impacting the availability of the network. shall mean all or part of equipment (including firmware and software) and associated materials related to power and civil works and tower and Base Transceiver Station (BTS) and Transmission. shall mean the Service under which Contractor records and stores data regarding all Hardware in a central database and updates this data as a result of reported changes. shall mean the agreed time for completion of the Services. operates in Purchasers otherwise in writing Contractor,
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Corrective Maintenance:

Hardware:

Inventory Record Keeping Service

Lead Time(s)

Normal Condition:

Operational shall mean when a Site a satisfactory manner at sole opinion or as mutually agreed to between Purchaser and

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as relevant. Optional Hardware and Services: shall mean any equipment or item or material or services as listed in that Purchaser may request to Contractor under this Agreement. shall mean the services aiming at detecting damaged Hardware and/or abnormal situations that might lead to a malfunction of the Site impacting the availability of the network. shall mean the document (manual), to be agreed upon between the Parties, containing all detailed descriptions of the procedures and Sites to be applied and followed by Contractor and Purchaser during the execution of this Agreement. shall mean Contractors acknowledgement of a Repair or Replacement Order, in accordance with the instructions in the Procedures Manual. shall mean the order issued by Purchaser to Contractor under the Repair or Replacement Service and related to a request for a Hardware repair or replacement. shall mean the service to be provided by Contractor in order to repair or replace faulty Hardware. shall mean Contractors obligation to repair the Hardware sent by Purchaser to Contractor under the Repair or Replacement Service and return the same Hardware to Purchaser. shall mean replacement of a faulty Hardware by an equivalent new

Preventive Maintenance:

Procedures Manual:

Repair or Replacement Order Acknowledgement:

Repair or Replacement Order:

Repair or Replacement Service:

Repair:

Replacement:

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Hardware. Service Fee(s): shall mean the fees to be paid to Contractor by Purchaser for the Services as specified in Annex 3. shall mean the general obligation and responsibility of Contractor to maintain and support an organisation and platform for providing the Services. shall mean the Preventive and Corrective maintenance service(s) to be provided by Contractor under this Agreement, i.e. all Support Services and Optional Services. shall mean a physical site of Purchasers mobile telecommunications network. The list of the Sites is defined and updated from time to time by Purchaser in the Procedures Manual. Means Contractors managed stock of Hardware at Purchasers and/or Contractors premises, as further specified in the Procedures Manual.

Service Platform:

Services:

Site:

Spare Part Unit Pool:

SCOPE OF AGREEMENT 1.3 1.4 Upon the terms and conditions set forth in this Agreement, Contractor shall supply and Purchaser shall acquire the Services. The Services to be provided by Contractor hereunder shall be performed in relation to the Site, regardless of whether the Hardware at the Site is subject to warranty or not and regardless of the manufacturer of the Hardware. Optional Hardware and Services shall be performed and charged in accordance with Annex 4. Purchaser shall have the right to terminate one or several of the different Services without terminating the Agreement with three (3) months prior notice to Contractor. The Service Fee for the remaining 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 platform to handle any of Purchasers request. The Service Platform is detailed in the Procedures Manual. It shall include but not be limited to: a) a telephone support that shall be available twenty-four (24) hours a day, seven (7) days a week and three-hundred year round, and b) c) a valid general electronic mail address, and an up-to date Services team roster, and

d) a project manager that shall be Purchasers single point of contact (SPOC). PREVENTIVE MAINTENANCE 1.8 Contractor shall perform Preventive maintenance to the Sites as listed in the Procedures Manual and deliver a report for each visit per Site in accordance with Annex 2. The report shall be based on the templates specified in Annex 4. The frequencies of the visits shall be as follows: Maintenance Type Power Civil Frequency

Every three (3) months. Every three (3) months. - Guy-Mast: every year between January and March and six (6) months after installation of additional load. - Self-Supported and Roof-Tops: every two (2) years. Every three (3) months. Every three (3) months.

Tower

BTS Transmission 1.9 1.10

Contractor shall perform Preventive Maintenance visits to all Sites, as listed in the Procedures Manual. Contractor shall accept all new Sites assigned to Contractor by Purchaser. For the avoidance of doubt, Contractor shall perform all Services, as specified in Annex 2 to all new Sites assigned to Contractor.

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CORRECTIVE MAINTENANCE 1.11 In case of any failure that is not attributable to the commercial power supplier1 and in accordance with Annex 2 and the Procedure Manual, Contractor shall reach the site and repair the failure Upon Purchasers request by telephone to the numbers or in writing as specified in the Procedures Manual. The Lead Times shall be as follows: Site Priority A B C D 1.12 Lead time to reach the site from Purchasers first notification One (1) hour. Three (3) hours. Five (5) hours. Seven (7) hours.

The Site Priorities and Lead Times are fully detailed in the Procedures Manual as may be amended from time to time by the Parties. When Contractor is located in the Site, he shall interact with Purchasers field services, if and when required, following remote assistance instructions to solve failures. A Corrective Maintenance is deemed successful when the Site is back to Normal Operational Condition within the specified LeadTime and the failure handling and resolution is properly reported. POWER MAINTENANCE

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Contractor shall not be responsible for failure of power to Site or damage to generator or Site wiring as a result of damage caused by the supplier of commercial power. Contractor shall not be legally permitted to work on or repair any equipment supplied or owned by the supplier of commercial power. However, Contractor shall be responsible for repairing and/or replacing all Purchasers defective electrical parts, except for defective equipment and / or parts owned by the supplier of commercial power. Contractor shall be responsible for reporting actions needed to take to restore the commercial power and co-ordinate the restoration with the supplier of commercial power.
1

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As of 7 May 2008, the commercial power supplier in the Area is Electricit du Laos (EDL). Millicom Lao Co. Ltd Confidential <Contractor> Page 8 of 23

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EQUIPMENT AND SPARES Contractor shall supply and manage a Spare Part Unit Pool for Hardware to be located at the agreed Site(s) in the Area. Contractor shall remain sole owner of the Hardware within the Spare Part Unit Pool. The Spare Part Unit Pool shall initially, and as a minimum, include the types and numbers of replacement Hardware units stated in the Procedures Manual. 1.18 Contractor shall at all times be responsible for: a) continuously keeping proper types and sufficient numbers of Hardware units in the Spare Part Unit Pool, in order to completely cover Purchasers need of spare parts, and b) continuously keeping the Spare Part Unit Pool updated with new, additional and/or updated/upgraded Hardware. In order to avoid doubt, any additions, updates and/or upgrades of Hardware in the Spare Part Unit Pool shall be managed by Contractor and included in the Service at no extra charge, and c) keeping the Spare Purchaser at all times. 1.19 Part Unit Pool accessible to

Contractor shall provide his own equipment for measurement and maintenance to his teams including at least those listed in Annex 4. 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. All corrective infrastructure maintenance, in which specialized materials are needed, shall be paid according to the pricelist in Annex 3. If the materials used are not contained in the pricelist, Contractor shall provide a quotation to Purchaser before providing the materials. If Purchaser does not agree on the quotation, Purchaser shall have the right to make the materials available. Contractor shall request Purchasers written agreement before performing any repair that requires worth more than one hundred United States Dollars (100 USD) of spare materials, even if they are included in the pricelist specified in Annex 3. Contractor shall, upon receipt of Purchasers order for repair or replacement of a faulty Hardware replace or repair the faulty Hardware within a lead-time that shall be agreed between the Parties. Detailed repair or replacement service procedures are described in the Procedures Manual. The faulty Hardware as specified in Purchasers Repair or Replacement Order shall be shipped at Contractors cost to the address specified in the Procedures Manual.
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The consignment shall include a copy of Purchasers Repair or Replacement Order stating Purchasers order number, article number, revision state, and quantity. A completed Repair or Replacement delivery note shall be attached to each unit of Hardware in accordance with the Procedures Manual. Return shipping to Purchaser shall be at Contractors cost. The terms of deliveries are Delivered Duty Paid (DDU) to agreed point of delivery in the Area, INCOTERMS 2000. REPORTING AND MAINTENANCE FOLLOW UP

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If requested by Purchaser, Contractor shall participate in weekly follow up meetings with Purchaser. Contractor shall each month deliver a time schedule of the preventive maintenance for the upcoming month, as specified in Annex 6. The time schedule of the upcoming month shall be sent by Contractor no later than the last working day of the month. Contractor shall deliver a report for each visit per Site within the scope of Preventive Maintenance. In order to spread out the monthly service reports over time, Contractor shall send at least twenty-five per cent (25%) of all applicable monthly maintenance reports every week. One hundred per cent (100 %) of all monthly maintenance report shall be sent by Contractor to Purchaser no later than the last working day of the month. For each report, Contractor shall take a list of digital pictures as specified in Annex 4. Each picture shall include the first page of the newspaper of the day as a proof of the date it has been taken. For each visit on a Site, Contractor shall keep and update the logbook on the Site, where every Contractors personnel working or visiting the Site shall be properly registered. When maintenance reports are delivered, the assigned supervisor shall review and approve the reports. If the reports are not accepted, Contractor shall without undue delay, correct them. When performing Corrective Maintenance or repairs, Contractor shall deliver a report of the task, including pictures before and after the repairs, based on the template specified in Annex 4. If Purchaser does not approve the repairs, Contractor shall, without undue delay, redo the repairs without extra charge. Contractor shall not be allowed to invoice repairs that have not been approved by Purchaser.
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INVENTORY MANAGEMENT 1.37 Contractor shall keep, operate and make available to Purchaser at all time upon Purchasers request an up-to-date central Inventory Record Keeping Service for all types of Hardware and, if applicable, Software in use or in any spare parts stock. Based on Purchasers and Contractors reports, inventory changes are recorded in Contractors central data base. For each Site, Contractor shall keep an inventory of the Hardware in the Site, as specified in Annex 4, including asset codes of the Hardware. If an equipment does not have an Asset Code, Contractor shall report the serial number of such equipment so that it can be referenced as an asset during the next visit on the Site. 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. Contractor shall label electrical breakers, cables and distribution panels on the Site for existing equipment, and all new equipment installed by Contractor. In the event of changes carried out by other contractors and/or sub-contractors, it will be Purchasers responsibility to ensure that these contractors identify, label and verify proper installation. Contractor shall report any unusual found in the Sites. Contractor shall withdraw all non operational Hardware and move it back to Purchasers warehouse on supervisors demand. TERM OF THE AGREEMENT 1.44 1.45 The Agreement shall come into force and effect upon the Effective Date. This Agreement has a term of one (1) year from the date stated in Article 1.44 (the Term), unless terminated on an earlier date in accordance with this Agreement, prolonged in accordance with Article 1.46 or otherwise prolonged by mutual agreement between the Parties. The Term of this Agreement will be automatically prolonged for additional period(s) of one (1) year (the Prolongation Term) each at a time unless declared by Purchaser by written notice to Contractor not later than at least three (3) months prior to expiration of the Term that Purchaser does not want to prolong the Term. In such case the Agreement shall expire at the end of the Term or Prolongation Term, as relevant. During the Prolongation Term, all of the terms and conditions hereof shall continue in full force and effect, unless otherwise agreed between the Parties. All references elsewhere in this Agreement
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to the Term shall be deemed to include the Prolongation Term when the Term is prolonged. SERVICE FEES 1.47 Purchaser shall for the supplied Services pay the Service Fees specified in Annex 3. The Service Fees are stated in United States Dollars (USD) and are exclusive of value added tax (VAT). Discounts on aforesaid fees apply if Optional Services or other consultative services are ordered in consecutive hours as follows: Cumulated number of hours 60 160 480 800 1.49 Discount of the total or the monthly amount

1.48

10 % 15 % 20 % 30%

These discounts are also applicable if Purchaser orders Optional Services or other consultative services on a regular basis, i.e. for a total number of hours per month. The Service Fees shall include all the expenses incurred by Contractor during the performance of the Services. SERVICE FEE VALIDITY

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The Service Fees are fixed for a period of three (3) months from the Effective Date at a time and shall be subject to quarterly renegotiations. In the event and to the extent that the Parties cannot reach an agreement in relation to new Service Fees, then the Service Fees in force shall remain in force. Notwithstanding Article 1.51, the Service Fees shall be updated every time Purchaser needs to purchase a new Hardware and/or Optional Hardware and/or Service. INVOICING

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The invoicing of the Services Fees shall be made by Contractor monthly in arrears, however not prior to that Contractor has completed its Quarterly Support Service Fee reduction calculation, where applicable.

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1.54

Any Service Fee reduction calculation shall be attached to the respective monthly invoice. If not, the relevant invoice shall automatically be deemed not proper. The invoicing for Optional Hardware and Services shall be made by Contractor in arrears upon completion of the Optional Hardware and Services or on a monthly basis in arrears as applicable. In the event the relevant Optional Service lasts more than three (3) months, the invoicing shall be made by Contractor quarterly in arrears. PAYMENT

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Terms of payment are sixty (60) days from receipt of proper and undisputed invoice. For the avoidance of doubt, a proper and undisputed invoice shall (i) include a report from Contractor describing Contractors compliance to the Lead Times and (ii) be reduced in accordance with Article 1.54 and Article . An invoice not including a correct report from Contractor describing Contractors compliance to the Lead Times and/or without such reduction made, as may be relevant, shall be invalid. In such case, Contractor shall have a right to issue a new invoice with relevant 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 levies imposed, levied or assessed, outside and inside of the Area (excluding VAT inside the Area) as a result of the purchase made by Purchaser from Contractor under the Agreement. For the avoidance of doubt, Contractor shall be responsible for any withholding taxes, taxes related to permanent establishments or similar taxes imposed, levied or assessed as a result of the purchase made by Purchaser from Contractor under the Agreement. Contractor shall be responsible for personal income tax for itself and its personnel and for any and all taxes, duties and levies in relation to its personnel and the personnels belongings. Purchaser shall not be responsible for and shall, if ordered to pay by the tax authorities, be reimbursed by Contractor for any and all taxes, duties and levies for which Contractor is responsible as stated above. INSURANCE

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Contractor shall at all times maintain appropriate, sufficient and necessary insurance in relation to the performance of Services and Contractors personnel.
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PURCHASERS OBLIGATIONS 1.61 Purchaser shall: a) appoint suitable staff for the purpose of liaison with Contractor relating to the Services, and b) provide Contractors service staff, when visiting Purchasers premises, with operating supplies and consumables such as paper, magnetic tapes, ribbons, cards, format tapes, disc cartridges and such similar items, as Purchaser would use during normal operation. CONTRACTORS OBLIGATIONS 1.62 Contractor shall: a) collaborate with Purchaser in a spirit of trust and cooperation, and b) ensure that its staff and sub-contractors comply with any and all regulations and requirements made known to Contractor concerning the conduct of its personnel at Purchasers premises, and c) make sure that its personnel, with regard to their assignments, will work under Purchaser supervision and shall follow Purchasers instructions. d) inform Purchaser without undue delay in the event Contractor is of the opinion that Purchaser fails to fulfil any of Purchasers obligations under the Agreement, and e) have and follow an environmental policy which aims at reducing its business harmful influence on the environment, and f) not have, directly or indirectly, in connection with the performance under this Agreement or otherwise, offer, pay, promise or attempt to pay or authorize the giving of money or anything of value to Purchaser or an employee, agent, consultant of Purchaser or other person related to Purchaser. A breach of the foregoing shall constitute an incurable material breach in accordance with Article 1.74 and shall, in addition to all other remedies available, entitle Purchaser to compensation from 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 work permits 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 or damage to generator or Site wiring as a result of damage caused by the supplier of commercial power. DELAYS SERVICE FEE REDUCTIONS 1.64 Contractor shall promptly notify Purchaser in writing of any circumstance which it believes could give rise to delay in the performance of any of Contractors obligations under this Agreement together with an estimate of the delay. The compliance with the agreed Lead Times and/or any other requirement compliance shall be measured by Contractor monthly. Such monthly measuring shall be done per type of service. In addition, such monthly measuring shall be automatically repeated during the Term of the Agreement. In the event that the Services, due to circumstances not attributable to Purchaser, are not executed within the respective agreed Lead Times stipulated in Article and Article , Purchaser shall be entitled to the following Service Fee reductions:

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Ite m

Trigger

Applicable monthly Service Fee reduction 0.05% of the total monthly Service Fee for every hour or portion of hour rounding to the next hour delay for each specific task. 0.13% of the monthly Service Fee per each report.

Mai nten anc e win dow

Service affecting task not completed within the Maintenance Window, defined by 00:00 AM to 03:00 AM Lao Time.2 Failure to provide, or provision of incomplete and/or inconsistent monthly reports, as well as the time schedule. Failure to comply with the stipulated Lead Times.

Rep orts

Lea d Tim es

0.5% of the total monthly Service Fee for each hour or portion of hour rounding to the next hour exceeding the Lead Times.

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 monthly Service Fee. Millicom Lao Co. Ltd Confidential <Contractor> Page 16 of 23

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Ite m

Trigger

Applicable monthly Service Fee reduction 0.5% of the total monthly Service Fee for each Site which is affected by the failure, for every hour or portion of hour rounding to next hour of duration of such a failure.

Serv ice affe ctin g failu re

Service affecting failure caused by Contractors failure to perform the Services as specified in Annex 2.

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For the avoidance of doubt, the calculation of the Service Fee reduction shall be made using the relevant total monthly Service Fee payable by Purchaser as a basis, to be reduced with the applicable monthly Service Fee reduction. Such reduced monthly Service Fee is the monthly Service Fee actually payable by Purchaser considering all Sites under this Agreement. The reduction of any invoice in accordance with this Article shall not relieve Contractor from performing its relevant obligations. WARRANTY

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Contractor warrants that the Services to be performed by Contractor hereunder shall be performed with due care, in a professional and workmanlike manner and in accordance with Contractors standard procedures and practices. In the event and to the extent that Contractor has not performed the Services with due care, in a professional and workmanlike manner and in accordance with Contractors standard procedures and practices, Contractor shall at its own cost remedy such deficiency without undue delay. Every month, Purchaser shall have the right to perform random audits on three (3) Sites maintained during the month before, based on the site maintenance report. If the audit shows that at least two (2) Sites out of three (3) are not coherent with the report, Contractor shall, without undue delay, redo the maintenance visits of all Sites of the past month without extra charge.

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Where Purchaser have identified deviations and/or flaws between the inventory report and the reality of the Site, Contractor shall redo the inventory management on-Site and reporting at the latest during the next scheduled Site maintenance visits without extra charge. TERMINATION

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Either Party shall have the right to terminate the Agreement forthwith without liability to the other Party, by written notice to the other Party, if the other Party goes into liquidation, enters into composition proceedings with its creditors, becomes insolvent or is unable to pay its major debts or the majority of its debts or fails or admits in writing its inability to pay its major debts or the majority of its debts as they become due, makes a general assignment for the benefit of creditors or if a petition under bankruptcy or under any insolvency law is filed by or against the other Party and such petition filed by a third party is not dismissed within sixty (60) days (or such longer period agreed upon between the Parties) after it has been filed or a secured part takes possession of all or substantially all of its assets and such process is not dismissed or restrained within thirty (30) days. Either Party shall have the right to terminate the Agreement forthwith without liability to the other Party, by written notice to the other Party, if the other Party commits a material breach of its obligations hereunder provided, however, that in case of any breach which is capable of being cured, neither Party shall terminate the Agreement unless and until the other Party shall have failed to cure such breach within thirty (30) days after it shall have been served with a notice requiring that such breach be cured and stating the sending Party's intention to terminate the Agreement if compliance with the notice to cure is not met. Should the license to operate a mobile network system in the Area been withdrawn or altered in such a manner that the Purchaser is unable to keep operating, then Purchaser shall have the right, without liability to terminate this Agreement. Where Contractor has been merged or consolidated or Contractor has sold or transferred all or substantially all its assets and such merger or consolidation or asset transfer is or is likely to be against Purchasers interests (i.e. merger with Purchasers direct competitor), Purchaser shall have the right to terminate this Agreement with immediate effect and without liability other than those stated in Article for any due payment. The expiration or termination of this Agreement shall not affect or prejudice any provisions of the Agreement which are expressly or by implication provided to continue in effect after such expiration or termination.
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FORCE MAJEURE 1.78 Neither Party shall be liable neither for non-performance nor defective nor late performance of any of their obligations hereunder to the extent nor for such periods of time as such nonperformance, defective or late performance is due to causes and/or conditions outside of the performing Partys reasonable control. Causes and/or conditions outside of a Party's reasonable control shall include, but not be limited to, acts of terrorism, strikes and other 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 which the Party claiming excuse could not have reasonably foreseen the effects of or made alternative arrangements for. In case of a situation beyond the affected Partys reasonable control, the affected Party shall without undue delay notify the other Party in writing and furnish the other Party with all relevant information thereto. If such notification is not made, the Party shall not have the right to claim excuse under this Article. In case of delay caused by causes and/or conditions outside of a Party's reasonable control, the right of relief shall apply irrespective of whether the cause of delay occurs before or after the agreed completion date. Should a delay caused by causes and/or conditions outside of a Party's reasonable control continue for more than two (2) months, Purchaser shall then have a right to terminate this Agreement upon reasonable advance notice to the other Party. INDEMNIFICATION 1.83 The Parties agree to indemnify and hold each other harmless from and against all (i) damage or injury (including death) to property or person belonging to or employed by the other Party, and (ii) liabilities to third parties and all losses incurred in connection with claims by third parties (including without limitation, all losses, claims, demands and damages) resulting from the acts or omissions from the other Party, the other Partys officers, agents, employees or subcontractors in connection with the performance of the Agreement. LIMITATION OF LIABILITY 1.84 Neither Party shall be liable to the other Party in connection with the Agreement for any indirect or consequential damages, i.e. loss of production, loss of business, loss of investment, loss of revenue and loss of goodwill.
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1.85

Article 1.87 shall in no event limit the amounts which may be payable by either party under Article (Indemnification) or as a result of a breach of any of the confidentiality obligations set forth in Article (Confidentiality). A Party suffering loss or damages shall take all reasonable measures to limit such loss or damage. CONFIDENTIALITY

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All information (oral, visual and written) transferred to the other Party under the Agreement or during negotiations before execution of the Agreement shall be treated by the receiving Party as confidential. The Parties agree: a) To maintain the confidentiality of such Confidential Information 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 visual Confidential Information. b) To restrict disclosure of Confidential Information to employees who have a "need to know". Such Confidential Information shall be handled with the same degree of care that the receiving Party applies to its own Confidential Information but 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 any Confidential Information is permitted except as otherwise provided herein and no grant under any proprietary rights is hereby given or intended. d) To use such Confidential Information only as required in performance of the Agreement.

1.88

However, each Party may disclose Confidential Information in accordance with judicial or governmental order, legal requirement or applicable regulations, provided that the other Party is given reasonable prior notice prior to such disclosure, including the intended scope and content of such disclosure. The Confidential Information shall be considered confidential for a period of five (5) years from the termination or expiration of the Agreement, as relevant. TRADEMARK AND PUBLICITY

1.89

1.90

Nothing contained in the Agreement shall be construed as conferring any right to use any name, trademark or other designation 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 to the Agreement without the prior approval of the other Party. SUBCONTRACTING

1.92

Contractor shall not, without Purchasers prior approval - such approval not to be unreasonable withheld or delayed subcontract its undertakings to other third parties than any company owned or directly controlled by Contractor. For the avoidance of doubt, Contractor shall remain Purchasers single point of contact (SPOC). Purchaser shall have the right to accept or dismiss any resource and/or company subcontracted to perform the Services. Purchaser reserves the right to subcontract its rights and performance of its obligations under this Agreement to subcontractors. However for undertakings to be performed at Contractors premises, if any, Contractor shall give prior written consent to such subcontracting, such consent not be unreasonably withheld or delayed. Each Party shall be responsible to the other Party for the performance by any such subcontractor, as if performed by the relevant Party itself. ASSIGNMENT

1.93 1.94

1.95

1.96

Notwithstanding Article 1.76, the Agreement shall accrue to the benefit of and be binding upon the Parties hereto and any successor entity into which either Party shall have been merged or consolidated or to which either Party shall have sold or transferred all or substantially all its assets, but it shall not be otherwise assigned by either Party without the prior written consent of the other Party. The Parties agree that any consent to a requested assignment shall not be unreasonably withheld or delayed. NOTICES

1.97

Notices required to be given by one Party to another shall be deemed properly given if reduced to writing and personally delivered or sent by registered or certified post to the address below, postage prepaid and shall be effective upon receipt. Contractor shall send notices to Purchaser as follows: Millicom Lao Co. Ltd. (Tigo Lao) 14 Lane Xang Avenue, P.O. Box 4693 Vientiane, Lao PDR Telephone: +856 207 800 700

1.98

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Fax: +856 207 800 701 1.98.1 Purchaser shall send notices to Contractor as follows: <address> <postal code> <city> Attention: Mr/Ms <> Fax No.: <> Tel No.: <> 1.99 Either Party may from time to time, by written instructions to the other Party, change the addresses or fax numbers for giving notice. The English language in which the Agreement is written shall be the language to be used in all documents and correspondence related to the execution of the Agreement, unless otherwise agreed 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 the Agreement, or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms or conditions or the future exercise of such right, and the obligation of Contractor or Purchaser with respect to such future performance shall continue in full force and effect. GOVERNING LAW AND SETTLEMENT OF DISPUTES 1.102 1.103 The Agreement shall be governed accordance with the laws of Singapore. by and construed in

1.100

Any dispute, controversy or claim arising out of or in connection with the Agreement shall be finally settled through arbitration under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by three (3) arbitrators appointed in accordance with the said Rules. The place of the arbitration proceedings shall be Singapore, and the language of the proceeding shall be English. This Article shall not prevent either Party from obtaining injunctive relief from a court of competent jurisdiction to preserve the status quo, while it seeks to enforce its rights under this Article .

1.104 1.105

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SEVERABILITY 1.106 Each provision of the Agreement is construed in such a manner as to be effective and valid under the substantive laws of Sweden. Should, however, any provision notwithstanding this, by action of law or for any other reason, be held to be prohibited or invalid in any relevant jurisdiction, the remaining provisions of this Agreement shall, provided that the contractual state of equilibrium between the Parties is not materially distorted as a result of such prohibition or invalidity, remain in full force and effect. Should the contractual state of equilibrium between the Parties not be materially distorted as a result of a prohibition or invalidity of any provision of this Agreement, the Parties shall promptly agree upon an alternative provision having an effect as similar as possible to the effect of the prohibited or invalid provision. Should the contractual state of equilibrium between the Parties be materially distorted as a result of the prohibition or invalidity of any provision of the Agreement, the Party not favoured by such prohibition or invalidity shall have the right to terminate this Agreement with immediate effect. ENTIRE AGREEMENT 1.109 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, oral statements, and understanding of any nature whatsoever. MODIFICATION OF AGREEMENT 1.110 No modification, amendment or other change may be made to the Agreement or any part thereof unless reduced to writing and executed 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.

1.107

1.108

Date:

.............................................

Date: ..................................................... Place: ............................................

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

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Purchaser Signature:

Contractor ........................................

Signature: .............................................. Name: ..............................................

Name: .................................................... Title: ................................................

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

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Annex 1 - Request for Proposals

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Confidential

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Annex 2 - Statement of Compliance

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Confidential

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Annex 3 - Service Fees

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Confidential

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Annex 4 Prices for Optional Hardware and Services

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Confidential

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Annex 5 - Maintenance report templates

Millicom Lao Co. Ltd

Confidential

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Annex 6 - Maintenance Planning Template

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Confidential

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