BETWEEN

NATIONAL TELECOMMUNICATION

CORPORATION (NTC)

AND

M/s HUAWEI TECHNOLOGIES PAKISTAN

(Pvt.) Ltd.

FOR

SUPPLY, INSTALLATION, TESTING AND COMISSIONING

OF DWDM AND NEXT GENERATION SDH THROUGH

OUT NTC ON TURNKEY BASIS

Contract No: NTC (Proc. Dte)/2009-10/HUAWEI/

Dated: JUNE_________, 2010

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LIST OF ANNEXURE ANX-A Bill Of Quantity (BOQ)

ANX-B Responsibility Matrix

ANX-C Technical Specifications for (DWDM & SDH)

ANX-D Project Implementation Plan (PIP).

ANX-E Cutover/Service Shifting Plan (To be submitted by M/s

Huawei within 30x days of signing of contract)

ANX-F Quality Standards For Hardware.

ANX-G Compliance Certificate The compliance certificate of M/s

Huawei given on affidavit is attached.

ANX-H Technical Compliance Statement (The technical compliance

of M/s Huawei is attached)

ANX-I Acceptance Test Procedure (To be submitted)

ATTACHMENTS

(a) The acceptance of L.O.I.

(b) The Bid/Tender Documents.

(c) The Vendor‟s Offer and subsequent clarification etc submitted

to NTC.

SPECIMENS PERFORMAS/REPORTS

a) Daily Reports (During The Whole Implementation Phase To

Record Every Activity On Sites)

b) Progress Report(Progress For The Whole Week)

c) Hardware Installation Completion Report (Site Wise)

d) Software Installation Completion Report. (Site Wise)

e) Equipment leftover Challan. (The Material Which Has Not Been

Installed should be handed over to NTC on this Document)

f) Issue Log Document. (In Case an Issue arises)

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AFFIDAVIT

THIS CONTRACT is made at Islamabad on this ____ day of June 2010.

By and between

NATIONAL TELECOMMUNICATION CORPORATION, Headquarters, F-

5/1, Islamabad, PAKISTAN (hereinafter referred to as “NTC”) of the First Part,

AND

M/s Huawei Technologies Pakistan (Pvt.) Ltd., having office at 12th

Floor, Saudi

Pak Tower, 61-A Jinnah Avenue, Blue Area, Islamabad, PAKISTAN (hereinafter

referred to as “VENDOR”) of the Second Part.

WHEREAS, NTC desires procurement, Installation, Testing, Commissioning and

traffic shifting/cutover (STM-4) of DWDM & Next Generation SDH through out

NTC on Turnkey basis as defined in the scope of work vide tender

No.NTC(PROC-DTE)/ADV-19/09-10 opened on 18th

January 2010 and

subsequent amendment through the Vendor and they are willing to sell to NTC as

defined herein and as described in the annexure “A” (BoQ) attached hereto, under

the terms and conditions set forth herein.

AND WHEREAS, the Vendor made their offer No. Nil dated 22nd

December,

2009 and all subsequent clarifications from the date of submission of the offer up

to the date of signing of the Contract.

AND WHEREAS, NTC has accepted the offer of the Vendor for successful

completion of the project.

The total contract value/price is Rs. 300,000,000/- (Pak rupees Three Hundred

Million only) as per annexure-A.

NOW THEREFORE, this Contract witnessed in consideration of the terms and

conditions contained herein, Vendor shall supply the equipment, and provide the

services as defined in the Scope of Work & responsibility matrix in accordance

with the time schedule of this Contract, and hereby agreed as follows:

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1. DEFINITIONS

1.1 "Acceptance Certificate”, means a Provisional Acceptance Certificate

and/ or the Final Acceptance Certificate, as applicable, to be issued by

NTC to the Vendor upon installation, testing, commissioning and load

shifting of the equipment in accordance with the terms and conditions

of this Contract;

1.2 “Annex, Annexes or Annexures shall mean all document, information

and data attached or referenced in this contract.

1.3 "Bill of Quantities" or “BOQ” means the bill of quantities specified

in Annex - A attached to the Contract;

1.4 “Business Day” means a day, other than a Saturday or a Sunday or a

Pakistan public holiday, on which the principal commercial banks are

open for business during normal banking hours in Pakistan;

1.5 “Confidential Information” shall mean all information, data, know-

how, whether it is technical in nature or not, which is disclosed to the

other party, and which is related to research, technology, design,

Equipment and business activities or strategies of the proprietor, which

is either marked or stated to be confidential, or is by its nature and/or its

name reasonably intended to be confidential.

1.6 "Contract" means this Contract between NTC and Vendor including

all annexes and any valid amendments, any supplementary agreements

and succeeding amendments thereto, form an integral part of this

Contract;

1.7 “Contract Period” shall mean validity period of this Contract,

commencing from the Effective Date of Contract, and continuing until

all the rights and obligations of both Parties have been performed;

1.8 "Contract Price" means the price payable to the Vendor under this

Contract;

1.9 “D.D.P ” means delivered duty paid as defined in the incoterm 2000

including the unloading responsibility of Vendor.

For the purpose of clarification, D.D.P Price means that all costs,

expenses, duties and taxes, incurred or payable on Goods by the Vendor

up to the point the Goods are handed over to consignee / ultimate

consignee, are included in the price of the Goods.

1.10 “Effective Date of Contract" means eighteen (18) days after signing

of this Contract subject to the submission of 10% Performance

Guarantee and 15% Advance Payment Guarantee by the Vendor and

upon receipt of the said Bank Guarantees by the NTC, NTC shall

release the advance payment within three working days. The said Bank

Guarantees should be from a scheduled bank branch in

Islamabad/Rawalpindi..

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1.11 “Equipment" means all the necessary hardware, required to build the

Network as described in the Contract along with associated systems,

cables, machinery, apparatus, materials, accessories, articles, spare

parts, necessary tools, test and measurement equipment (with software)

for operation and maintenance, relevant drawings, operation manuals,

handbooks and other documentation which the Vendor is required to

supply to NTC under the Contract, as further described in the BOQ.

1.12 “FAC” means Final Acceptance certificate which will be issued by

NTC to the Vendor after successful completion of warranty period and

other obligations under the terms of this contract and its Annexes.

1.13 “L.O.I” means a Letter of Intent issued by NTC to successful bidder

with regard to the award of Contract.

1.14 “PAC” means ring- wise provisional Acceptance certificate which

shall be issues by NTC to the Vendor in accordance with the provision

of the contract and its annexures upon successful completion of ring-

wise Provisional Acceptance Test by NTC nominated team(s) and

issuance of report thereof successful loading tests laid down in this

contract.

1.15 “PKR” or “Pak Rupees” shall mean the lawful currency of the

Islamic Republic of Pakistan.

1.16 “Pre-Shipment Inspection” means inspection and testing of Goods at

manufacturer‟s premises in accordance with the provisions of the

specifications and the clause(s) of the Contract pertaining to Pre-

shipment Inspection.

1.17 “Responsibility Matrix” shall mean the responsibility matrix attached

in Annexure - B setting out the different responsibilities of NTC and

the Vendor under this Contract and which may be amended from time

to time upon mutual written agreement of the Parties.

1.18 Stabilization Period: As defined in RM

1.19 “Specifications” means the specifications, provided in the Contract and

its annexure and in NTC Tender Specifications & the specifications

under the phase of issuance by NTC and where the Contract is silent

and in cases of conflicting specifications appearing in the documents,

based on the latest version of ITU-T recommendations at the time of

Effective Date of this Contract.

1.20 "Software" means the software bundled with, embedded, or supplied

by the Vendor with Equipment which is described in the Technical

Specifications and BOQ.

1.21 “Scope of Work” or “SOW” means the scope of work as described in

the Contract, and /or Annexure.

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1.22 "Site" means the final place or places to which the Equipment as the

case may be is to be delivered for installation and /or commissioning, or

where the services are to be performed by the Vendor.

1.23 “Sub-Vendor" means any sub-Vendor selected by the Vendor subject

to the prior written approval of NTC, which may not be withheld

unreasonably, for the purpose of carrying out obligations of the Vendor

under the Contract.

1.24 “Technical Specification” or "Specification(s) " means the technical

specifications of Equipment provided in Annex - C attached to the

Contract.

1.25 “Territory” means the Islamic Republic of Pakistan.

1.26 “Turn Key” means all the obligations of the Vendor, explicitly arising

out of or stipulated in this Contract required to complete the entire

project within the Scope of Work under this Contract except obligations

of NTC explicitly described in this Contract.

1.27 “Unit Price “means the unit price as stated in the BOQ.

1.28 "Vendor’s Personnel" means the person or persons for the time being

or from time to time duly appointed by the Vendor to act for the

purpose of the Contract;

1.29 "Vendor” means M/s Huawei Technologies Pakistan (Pvt) Limited,

which assumes overall responsibility under this contract for delivery of

all equipment, installation, testing and commissioning.

1.30 “Warranty Period for Equipment” means eighteen (18) months from

the date of issuance of the PAC, during which the Vendor guarantees

that the Equipment hereof complied in all respects with the quality and

specification stipulated in the Technical Specification as mentioned in

Annex – C.

1.31 "Year", "Month", “Week” and "Day" are respectively the

Gregorian calendar year, month, week and day

Note: Words importing the singular only also include the plural and vice

versa where the context requires. Any terms not defined herein shall

be given the same meaning as in the Contract.

2. SCOPE OF THE WORK

2.1 The Vendor undertakes to execute the entire work in accordance with

the BOQ, Traffic demand Matrix, Responsibility Matrix which mainly includes

the Supply, Installation, testing, Commissioning & Traffic shifting from old

system (SDH STM-4) to new system of DWDM/SDH equipment throughout

NTC on turnkey basis at given sites as per plan at annex-”D”(Implementation

plan) and “E”(Cut-over plan) that will be submitted by Huawei within 30x days

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of signing of this contract which is necessary for the complete functioning of the

system.

2.2 For the execution of the work, the Vendor shall undertake to supply all hardware

and software including equipment, installation material, earthing, AC/DC DB‟s,

PCM cables/power cables, runways (separate for PCM cables and Power cables),

ODF‟s, patch cords & accessories etc, as per detailed in annexes which are

necessary for a complete functioning of an entity as per RM. Any other fittings

or accessories under scope of work which may not have specifically been

mentioned in the BOQ but which are necessary to meet the Specifications, site

requirements, connectivity and for fully functioning of the system/links shall be

provided by the Vendor.

3. ENGINEERING SURVEY & SYSTEM DESIGN

3.1 The Vendor shall carry out survey for each site at its own cost for installation of

equipment, rectifiers, battery banks, ODF‟s, DDF‟s, DDF racks, PCM cables

including accessories, AC & DC DB‟s, separate runway trays (power & PCM)

& earthing (power / telecom) etc to find out exact space / cable lengths for the

system & connectivity up to exchange and data centers.

3.2 In case there is some changes in the implementation plan as per the actual

Engineering design, the Engineering memorandum specifying some necessary

reason(s) must be duly signed by the vendor and NTC personnel. The floor plan

(autocad drawing) shall be accordingly changed.

4. RESPONSIBILITIES OF NTC

4.1 NTC shall provide necessary staff for coordination during installation,

testing and commissioning of the equipment

4.2 After the cutover, if the new system of the Vendor does not function

properly and there is a need to roll back to the old system then proper

connectivity to old system will be the responsibility of the Vendor and

the smooth operation/configuration of the existing system will be the

responsibility of the NTC.

4.3 NTC shall provide necessary space/OFC pair for Installation.

4.4 NTC shall provide air-conditioning, fire-alarm/fire-fighting system,

engine generator backup and commercial AC power to the level of

MCCB (main circuit breaker) placed at generator room.

4.5 NTC shall also provide the traffic matrix for the old system.

5. RESPONSIBILITIES OF THE VENDOR

The Vendor shall be responsible to:

5.1 Install, test, commission, cutover, traffic / load shifting and put into

service the system.

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5.2 Supply the equipment in accordance with the BOQ of contract

agreement.

5.3 For connectivity of tributary signals (E1s & E3s) & also FE/GE

interfaces up to termination points of exchange/data equipment through

PCM cables /co-axial cables & Ethernet cables etc and accordingly will

make the system fully functional on turnkey basis.

5.4 For shifting of all the traffic but not limited to (E1s & E3s) from old

system to new system ensuring no breakdown.

5.5 All optical tributaries shall be terminated on tributary ODF. This ODF

shall be FC – PC type. The ODF capacity shall not be less than 48

terminations.

5.6 The Vendor shall not subcontract any part of the works without the

approval of NTC

5.7 Ensure termination of all the PCM & Ethernet cabling on existing DDF

and up to the exchanges and data centers as per standards attached as

ANX “F”.

5.8 Guarantee performance of the System in accordance with the

Specifications as per existing ITU recommendations at the time

Effective Date of the Contract.

5.9 Supply documents as per tender documents. The documents shall

include all installation, maintenance, operational manuals and as built

drawings.

5.10 Provide the road map of DWDM / NG SDH equipment describing all

the upcoming features.

5.11 As per site survey, Vendor will determine the requirements of site

preparation.

5.12 The vendor will provide Electrical Power equipment (both AC & DC

DB‟s) along with cabling and circuit breakers (single/three phase),

flexible pipes and fittings etc as per BOQ, technical specifications and

site survey requirements.

5.13 Separate runway for power & PCM cables shall be erected, as per site

survey requirement.

5.14 Minor civil work shall be carried out by the Vendor which may arise as

a result of digging of concreted surface.

5.15 New earth pits (both telecom & Power) shall be provided by the

Vendor as per survey/BOQ. Improvement shall be done on the

remaining sites of network. The value of earthing shall be less than one

(01) ohm.

5.16 Necessary DDF tools shall be provided at site for future wiring on E1

DDF as per BoQ.

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5.17 The Vendor shall supply all software updates with licenses

continuously as and when developed. Such supply will be at no cost to

NTC for the period of 3 years from the date of provisional acceptance

certificate.

5.18 The software update shall be possible with minimum interruption to the

service. Download and activation shall be possible both remotely and

locally. If any error occurs during activation, the system shall revert to

previous version automatically.

5.19 All the DWDM/NG SDH power equipment and Environmental alarms

other than supplied Equipment under this Contract will be provided by

NTC and extension and integration shall be with NMS placed at

Karachi, Islamabad, Lahore, Multan (Central) and Peshawar.

5.20 The vendor will provide complete technical assistance during

installation, testing, commissioning, traffic shifting, cutover and

operation of the network including trouble shooting/configuration till

warranty period of the network as per contract.

5.21 At NTC DWDM & NG SDH sites, Rectifier having AC input 220volts

and DC output 48 volts (Emerson)(single/three phase) as per site survey

requirement, BOQ and technical specifications. The modules shall be

replaceable with each other.

5.22 For supply to load, wall mounted DCDB will be the replica of the

breakers installed in the rectifier. The breakers (only 63 Amp) should

not be less than 10 in each DCDB at 54 sites of OADM.

5.23 The Vendor will be responsible for the provision of Battery banks with

10 hrs backup in 1+1 configuration having each cell (2/12 volts

capacity) (Low maintenance & Maintenance free) as per BOQ,

technical specification and site survey requirement

5.24 The A.C power cable shall be as per load, 4 core armored underground

cable. Such power cable shall be laid from DG Set room to rectifier in a

trench in PVC pipe as per NTC practices, along with necessary

protection.

5.25 Subject to Confidentiality and IPR clauses, the Vendor shall provide the

detailed literature for the installed equipment, operations and

maintenance in the form of hard copies and soft copies as mentioned in

BOQ, covering all the details of the equipment and their operations,

maintenance and recovery procedures.

5.26 The integration with the existing external cesium clock source

(Building Integrated Timing System) of NTC shall be the responsibility

of vendor to make it fully synchronized and functional with the new

system of Huawei being installed with no extra cost.

5.27 The Vendor must ensure that the third party items supplied to NTC is of

good quality and must get a sample approval before placing the work

order.

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5.28 The Vendor shall provide the test equipment as per BOQ.

5.29 The vendor shall provide any upcoming release/version of software for

a period of 3 years without any cost as per RFT.

5.30 The Vendor will be responsible to carry out all the activities as set forth

in Responsibility Matrix (Annexure-B).

5.31 The Vendor will be responsible for submission and approval of detailed

PAT documents enunciating all the approved test protocols in

accordance with international standards and technical specifications

within one month of the Effective Date of the Contract. And similarly

NTC will approve the same PAT document within one month after its

submission. To be attached as an (Annexure-“I”).

6. PRE-SHIPMENT INSPECTION AT MANUFACTURER’S

PREMISIS.

6.1 The Vendor will arrange pre-shipment visit of 04 NTC personnel for 02

week at its own expenses. All the testing/inspection tools, test

equipment & preparation of test bed shall be arranged by the Vendor.

Boarding/lodging, air fare and subsistence allowance etc as per RFT

shall be arranged by Vendor at its own expenses. Project Director

DWDM in coordination with Director (Procurement) will nominate 04x

NTC personnel & approval of nominated personnel will be accorded by

Chief Technology Officer NTC HQs.

6.2 NTC or its authorized representative shall have the right to inspect

and/or to test the Goods to confirm their conformity to the Contract.

The conditions of the Contract and/or the Technical Specifications shall

specify what inspections and test NTC requires and where they are to

be conducted. NTC shall notify the Vendor in writing of the identity of

any representatives entrusted for this purpose.

6.3 For the purpose of inspection, Vendor shall accord to NTC authorized

representative the right of access to all parts of the factory concerned

with the manufacturing of the Goods and shall provide with such

inspection facilities, test apparatus and services as may be required.

6.4 If any inspected or tested Goods fail to conform to the specifications,

NTC may reject them and the Vendor shall either replace the rejected

Goods or make alterations necessary to meet specification requirements

free of cost to NTC.

7. TRAINING

The foreign and local training material and syllabus shall be got approved from

NTC before commencement of training. The training shall commence within 60

days of signing of contract.

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7.1 FOREIGN TRAINING

The Vendor will provide foreign training to 15 x NTC personnel for 6x

weeks for configuration, troubleshooting and maintenance of

equipment free of cost. Vendor will arrange tutor, training venue,

training manuals and all allied accessories etc at its own cost.

Boarding/lodging, air fare and subsistence allowance etc as per RFT

and technical specifications shall be arranged by Vendor at its own

expenses. Project Director DWDM in coordination with Director

(Procurement) will nominate the NTC personnel for training &

approval of nominated personnel will be accorded by Chief Technology

Officer NTC HQs.

7.2 LOCAL TRAINING

The Vendor will provide local training to 40 x NTC personnel for 06

weeks for configuration, troubleshooting and maintenance at Islamabad

free of cost. Vendor will arrange tutor, training venue, training manuals

& all allied accessories etc at its own cost. Project Director in

coordination with Director (Procurement) will nominate the NTC

personnel for training & approval of nominated personnel will be

accorded by Chief Technology Officer NTC HQs.

8. TEST EQUIPMENT

8.1 The test equipment will be supplied to NTC according to the BOQ at

the time of PAT upon the written intimation of Project Director

(DWDM).

9. COORDINATION AND IMPLEMENTATION OF THE

PROJECT

9.1 Project Director (DWDM) NTC HQs will be responsible for execution

and timely completion of project. Project Director (DWDM) will be

responsible for implementation, co-ordination with inter operator

regarding space/power issues.

9.2 Concerned Directors (Development) NTC (North/South/Central) will

assist & co-ordinate with Project Director (DWDM) NTC HQs for

timely site preparation and satisfactory completion of the project by the

Vendor.

CUSTODY

9.3 Concerned respective regional directors NTC (Islamabad, Peshawar,

Lahore, Multan, Karachi) shall be custodian for delivered equipment on

site under guidance of respective GM‟s (North/South/Center).

ONSITE DELIVERY AND INSPECTION (BOM)

9.4 The Vendor shall render the delivery of equipment at its respective

ware houses (Karachi/Lahore/Islamabad) at its own risk and cost. The

schedule for the delivery of equipment will be intimated by Project

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Director (DWDM) NTC within 15 days for the delivery of equipment at

NTC sites.

9.5 Bill of material (BOM) against Contract (Annex A) shall be verified

during open box inspection by team nominated by Project Director

(DWDM) NTC HQ. Project Director will counter verify the BOM.

10. COUNTRY OF ORIGIN

10.1 The Vendor will supply the goods under the Contract and shall have

their Country of Origin " China”. The Vendor shall furnish certificate

of country of origin of the equipment and all other accessories supplied.

Equipment or any unit/part/component offered by the Vendor must not

be manufactured in India & Israel.

10.2 The country of origin for third party equipment for example, Emerson

rectifiers, Batteries, test tool/equipment may not be of Chinese origin.

However it must not be manufactured, owned, sponsored or financed

by India & Israel.

11. PRICES

11.1 All unit prices set forth in Annexure „A‟ are firm and final and no

variation whatsoever shall be acceptable to NTC. All the prices in Pak

Rupees on DDP/FOR Turnkey basis at sites, inclusive of all taxes,

duties, fees or any other charges if any levied by Government of

Pakistan.

FREE OF COST

11.2 If any part of BOQ in not included/quoted in the total price i.e Rs. 300

million then the Vendor shall be responsible to provide the same items,

free of cost and the price of Rs 300 million shall remain intact and

unchanged. However, if any additional items and/or services are

required due to change of the requirements of NTC, then these

additional items and/or services shall be subject to additional charges in

manner of Change Order clause as per the discount given in the BOQ.

12. VENDOR’s REPRESENTATIVE

12.1 Project Director and Project Manager of the Vendor

12.1.1 The Vendor shall appoint one full time Project Director and

Project Manager (technical) and necessary staff in Pakistan to

implement the whole project. The Project Director and Project

Manager shall be proficient in English language with relevant

experience of DWDM implementation (at least two projects),

operation and maintenance of equipment and materials

supplied.

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12.1.2 The Manager shall be available one (1) month prior to

commencement of installation work and be involved in the

project work till the hand-over of the system to NTC.

12.1.3 NTC reserves the right to notify the replacement of the Project

Director, Project Manager, Assistant Project Manager,

engineers, technicians or labor dispatched by Vendor for the

execution of the project, if NTC justifies that he / she is not

suitable to do his / her work.

12.2 Reporting to NTC

The Vendor shall be required to submit monthly progress report to

NTC. Every fault discovered during installation and testing must be

documented by the Vendor and a copy shall be submitted to each of the

following officers of NTC.

12.2.1 Chief Technology Officer.

12.2.2 Project Director

12.2.3 Project Manager

12.2.4 Project Officer

12.3 The Vendor shall ensure all personnel employed for the execution of

the works under the contract are adequately qualified, skilled and suited

in health and temperament for the conditions and environment in which

work is to be undertaken. All relevant personnel should be able to

converse fluently and discuss technical matters in English/Urdu.

12.4 NTC shall be at liberty by notice in writing to the Vendor to object to

any representative or person employed by the Vendor in the execution

of or otherwise about the works who shall, in the opinion of NTC

misconduct or be incompetent or negligent, and the Vendor shall

remove such person from the work with a proper replacement.

12.5 The Vendor shall make his own arrangements and shall be responsible

for the engagement of all personnel and labor local or otherwise and for

their legal status, visas, taxes, duties, transport, accommodation,

feeding, working conditions, any other fringe benefit and payment

thereof.

12.6 The Vendor shall keep NTC fully indemnified against any claim and

dispute raised by the Vendor‟s person and / or the third party with

respect to engagement of the Vendor‟s personnel.

12.7 Project Director (DWDM) NTC is authorized to allow Vendor extra

time if any of the above obligations are not fulfilled in time due to valid

and justified reasons with the approval to Chief Technology Officer

NTC.

13. SERVICE SHIFTING AND IMPLEMENTATION

SCHEDULE.

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13.1 The Vendor shall supply the complete implementation schedule with in

one (1) month after signing of this contract. On award of work the

Vendor shall submit survey report (still if any required for a particular

site), complete system design including system performance to meet the

Technical requirements & comprehensive cutover plan at its own cost.

13.2 The Vendor shall supply, install and commission the equipment

including load shifting from old system to newly installed system as per

mutually agreed PIP.

13.3 Load shifting may be done as starting from alternate routes and shall be

executed as per approved cutover plan.

Load shifting will be executed in three phases as per approved cut over

plan:

Phase–I: Load Shifting in Ring-III including spurs.

Phase-II: Load Shifting in Ring-II.

Phase-III: Load Shifting in Ring –I including sub ring I-A & spurs.

13.4 The existing operational load of SDH STM-4 shall be shifted to newly

installed system of NTC by M/s Hauwei in total with no fault and error

to NTC.

13.5 The detailed cutover plan shall be submitted by M/s Hauwei within 30

x days after signing of this contract and same shall be approved by

NTC and shall form part of this contract.

13.6 The shutdown timings and dates for shifting of load from old system

to newly installed system shall be given by NTC after approval of

cutover plan.

ROLL BACK PLAN

13.7 The vendor will ensure that there is no breakdown of communication

and cutover is done smoothly. In case there is any breakdown in

communication after shifting of load, the Vendor will immediately shift

back the load on old system.

COMPLETION PERIOD

13.8 The completion period in all respects for this turnkey project is one (01)

year as per PIP from the Effective Date and no extension shall be

granted without valid and justified reason.

13.9 If there is any delay on part of NTC at one or more sites due to

preparation/renovation of sites, in such event extra time will be given to

the Vendor by project director (DWDM) NTC with the approval of

Chief Technology Officer NTC.

14. PROGRESS REVIEW MEETINGS

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14.1 The successful implementation of project Plan necessitates that certain

important tasks and processes occur in a timely manner. Many sound,

proactive activities shall be adopted such as tight follow up with the

vendor for their progress through daily reports, weekly reports, issue

logs, Progress review group seminars and presentations must be carried

out to ensure the smooth running of the project.

14.2 Vendor shall to furnish following reports during the implementation.

14.2.1 Daily Reports (during the whole implementation phase to

record every activity on sites)

14.2.2 Weekly Report (progress for the whole week)

14.2.3 Hardware Installation Completion Report (Site wise)

14.2.4 Software Installation Completion Report. (Site wise)

14.2.5 Goods receipt certificate. (After on site delivery and open

box inspection)

14.2.6 Equipment Leftover Challan. (site wise)

14.2.7 Issue Log Document. (In case an issue arises)

14.3 Progress review meetings will be held to evaluate the progress of work

at NTC DWDM sites. Vendor has to present the overall progress of

sites with the help of power point presentations, bar charts, pie charts

e.t.c in order to explore means to develop effective problem solving

methods.

14.4 Weekly meeting will be held in the O/o Project Manager (DWDM) and

Fortnightly meeting will be held in the O/o Project Director.

14.5 The Vendor‟s authorized representatives will be present during the

above mentioned meetings. The Vendor will take necessary measures,

as a result of the above meetings, to make the work progress as decided

by the NTC, in conformity with Implementation Schedule.

15. PROVISIONAL ACCEPTANCE TEST

15.1 The Vendor shall propose and submit PAT Document, for NTC

approval based on the specifications defined in the Contract. NTC may

approve the procedure as proposed or after such modifications after

mutual discussions with Vendor as deemed necessary for proof of

performance. The acceptance tests will be performed as per the project

plan and shall be performed in accordance with the overall milestones

defined in the Contract and its annexure.

15.2 The Vendor shall perform a pre-PAT test along with project team

(DWDM) NTC before offering PAT.

15.3 After successful and complete installation, testing and commissioning

the Vendor shall offer PAT (in writing) of each ring to the NTC Project

Director (DWDM).

15.4 Project Director NTC with the approval of Chief Technology Officer

NTC will detail a PAT team for each ring who will sign Provisional

Acceptance Test after successful completion of Test. The nominated

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team will conduct the PAT in accordance with the vetted PAT

documents by (N&SE) department. After conducting of PAT, Head

(N&SE) NTC will issue certificate of successful conduct of PAT.

15.5 The acceptance tests on the Equipment shall be conducted on ring

Basis. The Provisional Acceptance Testing (PAT) shall be started by

Huawei and NTC within five (05) working days after the date of

submission of the PAT offered by the Huawei as per the mutually

agreed PAT schedule. Huawei will inform NTC. If NTC does not

conduct the PAT as per schedule, NTC accordingly will consider and

grant extension equivalent to the delay.

15.6 The Site-wise PAT should be signed on Site without delay, after

recording and mutually agreeing the major/minor discrepancy (if any).

After the removal and verification of recorded major and service

affecting discrepancies, the PAT will be considered successful.

15.7 After successful completion of PAT at all sites of a ring, the network

ring shall be offered for trial loading of respective ring.

15.8 The Vendor will arrange the test at its own risk / cost. However, NTC

authorized person(s) shall remain present at site while conducting the

test.

17. PROVISIONAL ACCEPTANCE CERTIFICATE

17.1 After successful completion of ring-wise PAT, removing of major

discrepancies/deficiencies and successful completion of traffic shifting

by the Vendor, NTC will issue the ring-wise PAC within two (02)

weeks, accordingly stabilization period of two (02) months and

warranty of 18 months that ring shall start. Upon successful completion

of ring-wise stabilization period, ring-wise payment will be released for

that particular ring as per the payments terms.

17.2 During the stabilization period of the ring for which the PAC has been

issued, if there is a major break down, due to the Vendor‟s system, the

warranty of that ring will be void, the Vendor will make the system

functional and the balanced stabilization period will be completed

successfully and accordingly warranty of 18 months of that ring will re

start.

17.3 If any Site(s) is not ready due to any reason attributable to NTC, NTC

may issue conditional PAC of the respective Site(s) with the approval

of CTO NTC. If in a particular ring one (01) or more Sites are not ready

due to any reason attributable to NTC, NTC shall issue a conditional

PAC of the respective Site(s) subject to the following:

17.3.1 Successful PAT has been completed for all the other Sites of

that respective ring and deficiencies have been removed; and

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17.3.2 Period of one (01) month has also passed after successful

PAT of the last Site of the respective ring and deficiencies removed. In

such a scenario the stabilization period of that ring shall be one (01)

month.

17.4 After successful completion of all the three rings the complete network

will undergo the stabilization period of two months and upon successful

completion the payment will be released by NTC to the Vendor within

10 days as per the payment terms.

17.5 During the stabilization period of the complete network, if there is a

major break down in any particular ring, due to the Vendor‟s system,

the warranty of that ring will be void, the Vendor will make the system

functional and the balanced stabilization period of the complete

network will be completed successfully and accordingly warranty of 18

months of that ring will re-start.

18. FINAL ACCEPTANCE CERTIFICATE

18.1 The Vendor may notify the Project Director DWDM NTC HQs at-least

15 days before the expiry of warranty period for the issuance of

Final Acceptance Certificate (FAC), Upon such notification from

Vendor within fifteen (15) days of the completion of the warranty

period, the Project Director DWDM NTC HQs will issue Final

Acceptance Certificate in favor of Vendor subject to successful

completion of warranty period as per requirement of contract.

Alternatively the Project Director DWDM NTC HQs will notify the

Vendor for the discrepancies that still remained un-resolved and the

Vendor will rectify the discrepancies prior to issuance of FAC.

19. PERFORMANCE SECURITY

19.1 The Vendor shall furnish to NTC a performance security equivalent to

10% of the total ordered/contractual value, in the shape of bank

guarantee valid for a period of 18xmonths within 18 days after the

signing of contract.

19.2 The performance security / bank guarantee shall be further extended at

the consent of NTC and agreed by the Vendor.

19.3 Failure of the Vendor to furnish acceptable performance security for

required validity period shall constitute sufficient grounds for the

annulment of the award and forfeiture of the tender security.

19.4 All the correspondence regarding release of performance guarantee

shall be made with Director (Procurement) NTC HQ.

19.5 The performance guarantee will be released after issuance of FAC by

Project Director.

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20. MAINTENANCE SUPPORT AND AVAILABILITY OF

SPARES

20.1 The Vendor will maintain sufficient quantity of spares at the Vendor‟s

point of presence in Pakistan during and after the warranty period for at

least 10 years. In case of failure of a component or whole system the

equipment will be replaced within 24 hrs with a new one without any

extra cost as per RFT.

20.2 The Vendor shall ensure that the production line is in operations for the

quoted model of DWDM & SDH (STM-64) for ten years.

20.3 The backup support for up-gradation from 2xגs(Two Lambdas) to

16xגs(Sixteen Lambdas) is mandatory and Vendor shall ensure that the

up-gradation shall be possible any time during ten years including Add

& Drop at required site(s).

21. WORKMANSHIP, MATERIALS & EQUIPMENT

21.1 The Vendor shall execute the works according to the specifications,

terms and conditions set out in the tender documents herein, decisions,

instructions and orders given, from time to time, by NTC or their

representatives on the site in writing or confirmed afterwards in writing,

and to the satisfaction of NTC.

21.2 The Vendor before starting the work has to ensure availability of

sufficient tools, transport and labor etc., for execution of the work. The

competent authority reserves the right to cancel the contract at any

stage if such sources are found insufficient with the Vendor for

execution of work. Materials, tools and equipment to be supplied and /

or provided by the Vendor shall be of such quality, quantity and

capability as to ensure the safe and satisfactory execution of the works.

Complying with the relevant specifications, approved by NTC and

subject to the inspection by NTC at Site. Should they be found not

complying with the specifications or defective, insufficient or

inadequate, then NTC shall have the right to direct the Contactor to

replace improve and / or supplement them without any cost to NTC.

The situation, if not improved by the Vendor to the satisfaction of NTC

may also result in the cancellation of contract. Any inspection of the

above referred materials, tools and equipment followed by the approval

from NTC shall not in any way relieve the Vendor from his

responsibility for supplying / providing the proper and necessary

materials, tools and equipment and executing the works in compliance

with the terms, conditions and specifications of the contract.

21.3 NTC shall have free use of the Vendor‟s equipment, materials, tools or

other items as may be necessary on the site in connection with the

works without being responsible to the Vendor for fare, wear and tear

thereof.

22. INSURANCE

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22.1 Insurance for the following items shall be affected by and at the cost of

the Vendor:

(a) Workmen‟s compensation liability for the Vendor‟s personnel.

(b) Vehicles, tools and test equipment provided and used by the

Vendor.

(c) Social insurance.

22.2 Any loss and / or damage before completion of ring-wise PAC which or any

part of which is not covered by the insurance shall be borne or

compensated by the Vendor if such losses and / or damages are attributable

to the Vendor.

23. TRANSPORTATION / PACKING

23.1 All types of transportation for delivery of equipment at final destination

will be the responsibility of the Vendor. Vendor shall ensure proper

international packing of equipment to avoid deterioration of equipment

etc. Each box shall have packing list pasted on it and a detailed copy

there in the box.

24. LIQUIDATED DAMAGES

24.1 If the Vendor fails (due to its sole and direct fault and not due to force majeure as

mentioned in this Contract or due to NTC fault) to deliver any and all of the goods

or perform the services within the time period specified in the Contract, NTC

shall without prejudice to its other remedies under the Contract deduct from the

contract price as like liquidated damages, a sum equivalent to 0.5 percent of the

delivered price of the delayed goods or unperformed services for each week of

delay until actual delivery or performance. However, the maximum shall not

exceed 10% of the total contract cost.

25. TERMS OF PAYMENT

25.1 Payment of contract price shall be made in the following manners.

25.2 Fifteen percent (15%) advance payment/mobilization advance shall be

payable to the Vendor against the Bank Guarantee of equivalent

amount, submitted by the Vendor & issued by any scheduled bank of

Pakistan to the satisfaction of NTC. The Vendor will clearly mention

GST number of both Vendor and purchaser on the invoice (NTC GST #

07-01-9802-013-64).

25.3 Twenty Five Percent (25%) of the contract price shall be payable to the

Vendor upon successful delivery of equipment at destination Sites. The

Regional Directors Islamabad/Lahore/Multan/ Karachi/Peshawar) will

confirm the delivery of equipment. The Vendor will furnish invoice of

40% of total contract price that will include the adjustment of 15%

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advance payment also. The Vendor will clearly mention GST number

of both Vendor and purchaser on the invoice (NTC GST # 07-01-9802-

013-64). The Vendor shall submit invoice for 40% for adjustment of

15% advance payment. The said payment will be made on furnishing of

invoice and submission of duly verified/signed delivery challans from

ultimate consignee i.e Project Director DWDM.

25.4 Twenty Five Percent (25%) of the contract price will be payable to the

Vendor in three equal installments after the load shifting & completion

of stabilization period of each optical ring of the network as the whole

network is divided in three optical rings & activity of

commissioning/load shifting will be carried out in three phases.

25.5 Remaining twenty five percent (25%) of the contract price will be

payable to the Vendor after issuance of PAC.

25.6 Ten percent (10%) balance payment shall be payable on removal of

minor discrepancies occurring during the warranty period & subject to

issuance of FAC by Project Director DWDM NTC HQs.

25.7 All the payments shall be made within 30 days after receipt of

commercial invoices through crossed cheque in the Pak Rupees without

any off set.

25.8 Taxes will be deducted as per government rules at the time of payment.

25.9 All the payments will be made by GM (Finance) NTC HQ through

Director (Procurement) NTC HQs Islamabad after verification from the

project director (DWDM).

25.10 Bank account:

Bank Name: HSBC Islamabad Branch.

Address: F-6, Super Market, Islamabad, Pakistan

Account: 003-003886-094

Account Name: Huawei Technologies Pakistan (Pvt.) Ltd.

26. WARRANTY / SERVICES

26.1 The Vendor will warrant that the equipment supplied under the

contract are new, un-used, and incorporates all recent improvements in

design and materials and of good quality. The warranty shall remain

valid for a minimum period of 18x months after the completion of

stabilization period of each ring. NTC shall promptly notify the vendor

in writing of any claims rising under this warranty and the Vendor will

repair / replace the defective stores at reasonable speed without any cost

effect.

26.2 The Vendor, for technical assistance at the highest level shall provide

high-level support/technical assistance at sites on 24 × 7 ×365 basis,

during the warranty period, free of cost.

26.3 The Vendor will sign O&M agreement with NTC after completion of

warranty period.

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27. AFTER SALES SERVICES-SPARES

27.1 The Vendor shall ensure provision of spare parts / repair of faulty parts

for a period of Ten (10) years and also ensure to provide good services

after the warranty period as per offered customer support services.

27.2 The vendor shall be liable to provide the quoted hardware of its product

line for a period of three years from the Effective Date of Contract on

the already given discounted rate of 67% (percent). NTC may purchase

such hardware for its junction up gradation or spur links on repeat order

basis.

27.3 The Vendor shall deliver the spares of BOQ at the time of PAT and

shall be tested also.

28. MAINTENANCE SUPPORT – DIAMOND

28.1 Vendor shall provide customer support service “Diamond” as per the

agreed rate for Rs.7.488 million per annum. SLA agreement shall be

signed for a period mutually agreed after completion of warranty

period. O&M contract shall be signed for a maximum period of 10

years which shall be finalized before expiry of warranty period.

29. CONFIDENTIALITY

29.1 Each Party shall not, during the term thereof or after the termination of

this Contract, disclose any information gained by it in connection with

the performance of this Contract, to any third party without the consent

of the other Party, unless disclosure of such information is required by

any law, regulation, authority, court and/or such information has

entered the public domain other than by breach of this Contract

(“Confidential Information”).

29.2 Each Party hereby agrees to use all reasonable efforts to take such

action(s) as may be appropriate to prevent the unauthorized use and

disclosure of, and to keep confidential such Confidential Information,

including, without limitation:

29.2.1 Ensuring that such Confidential Information is disclosed

only to responsible employees on a need-to-know basis and

who have first been properly instructed to maintain such

Confidential Information in confidence; and

29.2.2 Not disclosing to any third party the existence of this

Contract, the terms and conditions of this Contract or any

Confidential Information.

29.3 If the recipient of the Confidential Information has to disclose such

information as compelled by legal, judicial or administrative

proceedings, the recipient shall give the disclosing party reasonable

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prior notice before the disclosure and cooperate with the disclosing

party to enable the disclosing party to seek a protective order or other

relief to prevent or limit disclosure of such Confidential Information.

29.4 The Parties agree that, notwithstanding expiration or termination of this

Contract for any reason whatsoever, the provisions relating to

Confidential Information shall survive the expiration or termination of

this Contract and shall be continuing obligations unless the Parties

agree to discontinue its effect.

30. VENDOR’S NEGLIGENCE & LIMITATION OF LIABILITY

30.1 The Vendor shall indemnify NTC in respect of all injury or damage to

any person in the employment of NTC or to any property and against

all actions, suites, claims, demands, charges and expenses arising in

connection herewith which shall be occasioned by the negligence or

breach of statutory duty solely and directly of the Vendor, any sub-

Vendors and not due to force majeure or due to the fault of NTC or any third party not related to Huawei before, the whole of the

project has been finally accepted.

30.2 If the Vendor (due to its sole and direct fault and not due to NTC or

force majeure or any third party) is in breach of any obligations under

this Contract (or any part of it) to NTC or if any other liability is arising

(including liability for negligence or breach of statutory duty) then the

maximum liability of the Vendor under this contract shall be limited to

the ten percent (10%) of the Contract Price and shall exclude indirect

losses of any kind including but not limited to loss of goodwill or

reputation, loss of data, loss of revenue or information.

30.3 Notwithstanding anything to the contrary contained herein, the total

liability of the Vendor under any claim, whether in contract, tort

(including negligence) or otherwise, arising out of, connected with, or

resulting from the manufacture, sale, license, delivery, repair,

replacement or use of the equipment and/or the provision of the service

shall not exceed ten per cent (10%) of the Contract Price.

31. VENDOR’S DEFAULT

The Vendor will be declared as defaulter under following conditions:

31.1If the Vendor fails to supply the equipment, refuses or fails to comply with

a valid instruction of the NTC, then NTC may give notice and stating the

default.

31.2 If the Vendor has not taken all practicable steps to remedy the default

within 30 days after receipt of NTC notice, the NTC may by a second

notice cancel the order and performance security will be confiscated.

31.3If the Vendor fails to deposit within 18 days of the signing of the Contract,

the security equivalent to 10% of the contract price.

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31.4 If the Vendor has abandoned the contract.

31.5 Without reasonable excuse Vendor have failed to commence the works

or have suspended the progress of the works for twenty (20) days after

receiving from NTC written notice to proceed.

31.6Gives the monthly progress equivalent to only 60% of the approved work

progress.

31.7Failure within a period of 30 days (or such longer period as NTC may

31.8 authorize in writing) after receipt of the default notice from NTC.

31.9Despite previous warnings by NTC in writing, not be executing the works

in accordance with the contract, or be neglecting to carry out his

obligations under the Vendor, cancel the contract and may procure upon

such terms and in such manner as it deems appropriate.

Note: “If NTC cancels the contract under the above clause, it shall not be liable

to pay the Vendor any money on account of the contract except for the accrued

rights of the Vendor. Moreover the security deposited by the Vendor shall also

be confiscated by the NTC under such circumstances”. For clarity purposes, in

order to consider Vendor as defaulter, all kinds of failures or defaults by the

Vendor as mentioned above must be due to its sole and direct fault and not due

to the act/omission of NTC or due to force majeure.

However, in case of default on the part of NTC under this Contract, the Contractor shall be suitably compensated and paid the amount of the completed part of the work.

32. NTC DEFAULT

If NTC delays handing over of site to the Vendor beyond a period of 45 days

after equipment arrived at Vendor‟s warehouse, then Vendor shall have the right

to claim warehousing/rent charges for the portion relevant to NTC

material/equipment for the period in excess of 45 days. Alternatively, the Vendor

may place the equipment in NTC premises. If the equipments stored in Vendor‟s

warehouse takes more than 45 days, the excess period beyond 45 days shall be

calculated on mutually agreed rates. However, If any Site is declared non-

feasible (to keep operational) by NTC, payment shall be adjusted for the

particular site with mutual agreement.

33. INTELLECTUAL PROPERT RIGHTS AND SOFTWARE

LICENSE

33.1 NTC acknowledges that the validity and ownership of the Vendor‟s

copyright in all the materials or spare parts and software supplied by the

Vendor to NTC in connection with the Equipment and all the right in but

not limited to its logos, trade names, trademarks, service marks or

emblems, copyright, know-how shall all time remain the property of the

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Vendor. NTC undertakes not to procure, cause the registration or attempt

to register the Vendor‟s patent or industrial design(s) in its own name and

also not to claim any rights or interests whatsoever in the Vendor‟s

copyright within or outside Pakistan. Any provisions of this Agreement

shall not be deemed or construed to result in any transfer, assignment or

waiver of such intellectual property rights of the Vendor

33.2 NTC is granted a non-exclusive, non-transferable and non-sub licensable

license to use the Software and the documentation in connection therewith

for the sole purpose for which it has been supplied under this Agreement.

Ownership rights and title to the Software and the documentation remain

the property of the Vendor; no ownership rights to the software and the

documentation are transferred to NTC and NTC is not allowed to modify,

reverse engineer, de-compile, disassemble, transfer, sublicense or create

derivative works based on the Software or the documentation, except as

expressly permitted by the Vendor.

33.3The Contractor agrees to indemnify and keep NTC indemnified and

harmless (upon a non-appealable judgment) against all actions or claims

brought against the NTC alleging that the Equipment furnished under this

Contract and its proper usage in accordance with the terms of this Contract

infringes any other third party's patent, copyright, trade secret or other

intellectual property right effective in the Territory. The Contractor shall

settle or defend the action or claim for such infringement and, at its own

discretion and expense, either

i) procure for the NTC and its successors the rights for continued usage of

the Equipment, or ii) replace or modify the Equipment so that it no longer infringes any such

right, or iii) if such remedies are not reasonably or economically feasible, the

Contractor may request the NTC to return the Equipment and refund to the NTC the purchase price less a reasonable amount for depreciation as reflected on the books of NTC;

Provided always:

a. that the NTC shall without delay inform the Contractor in writing of any claim made by reason of alleged infringement as aforesaid and refrains from taking action on its own account of such claims without previous approval of the Contractor;

b. that the NTC shall without delay inform the Contractor in writing if legal action is taken on account of such claim and the Contractor shall have full authority to defend or settle the same through its counsel;

c. that the Contractor shall be informed of all circumstances which may be of relevance in the legal action and the NTC shall provide all the necessary assistance and refrain from all taking any steps in any legal action which may prejudice the rights of the Contractor. the Contractor shall not be liable for any settlements entered into and/or any expenses

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or costs incurred by the NTC without the prior written approval of the Contractor.

33.4The Parties hereto agree that Article 33.3 above shall constitute the entire

liability of the Contractor and shall be NTC's sole and absolute remedy for

any intellectual property infringement.

33.5The Parties hereto also agree that Article 33.3 shall not apply to any

Equipment or any part thereof which are supplied in accordance with the

design, technical drawings, formulae or other specifications furnished by

NTC or NTC‟s instructions, or are modified by NTC, or are used in

combination with any apparatus or material not furnished by the

Contractor, and by reason of such design, instructions or modification, a

suit or proceeding is brought against the Contractor or NTC. In respect of

the Equipment, NTC agrees to fully indemnify the Contractor in the same

manner and to the extent that the Contractor indemnifies NTC under the

circumstances set forth in Article 34.3, insofar as the terms are applicable.

33.6The Contractor shall not be liable for any loss or damage caused or arising

from whether directly or indirectly in connection with the misuse of the

Software or otherwise, including but not limited to, any loss of profit,

business, revenue, goodwill or anticipated savings etc.

34. ARBITRATION AND AMICABLE LAW 34.1 The Contract shall be construed under and governed by THE LAWS

OF THE ISLAMIC REPUBLIC OF PAKISTAN.

34.2 NTC and the Vendor shall make every effort to resolve amicably by

direct informal negotiation any disagreement or dispute arising between

them under or in connection with this Contract.

34.3 Any dispute, disagreement or question arising out of or relating to or in

consequence of this Contract or relating to its execution or performance

which cannot be settled amicably, shall be referred to arbitration. All

the decisions will be made under the Arbitration Act 1940 and any

amendments made thereto.

34.4 Within 30 days of the said notice, one arbitrator shall be nominated in

writing by NTC and one arbitrator shall be nominated in writing by the

Vendor and the two arbitrators so nominated shall appoint a third

arbitrator as an Umpire.

34.5 The arbitration proceedings shall be conducted at Islamabad and in

English language. The award of the arbitration shall be final and

binding on both the Parties.

34.6 Each party shall bear the cost of its own arbitrator and the cost of the

third arbitrator shall be borne equally by both Parties.

35. FORCE MAJEURE

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35.1 The Vendor shall not be liable for forfeiture of its performance security,

liquidated damages or termination for default, if and to the extent that,

it‟s delay in performance or other failure to perform its obligations

under the contract is the result of an event of Force Majeure.

35.2 For the purpose of this clause, Force Majeure means an event beyond

the control of the Vendor and not involving the vendor‟s fault or

negligence. Such event may include, but are not restricted to, Acts of God, strikes, lockouts or other industrial disturbance, act of public enemy, acts of terrorism, war, blockages, insurrections, riots, epidemics, landslides, earthquakes, fires, storms, lightning, flood, washouts, civil disturbances, explosion, Governmental Export/Import Restrictions (to be supported by a letter from the relevant Authority and verified by the Diplomatic Mission in Pakistan), Government actions/restrictions due to economic and financial hardships and any other Government restrictions not within the control of either Party.

35.3 If a Force Majeure situation arises, the Vendor shall promptly notify

NTC in writing within 07 days of such conditions and the cause thereof.

Unless otherwise directed by NTC in writing, the Vendor shall continue

to perform its obligations under the contract as far as is reasonably

practicable, and shall seek all reasonable alternative means for

performance not prevented by the Force Majeure event. The vendor

shall inform NTC within 7 x days after the termination of event Force

Majeure.

35.4 The period of extension shall be equivalent to the time consumed/wasted because of force majeure event as per 36.3 above to complete the work which might have been accomplished but for such suspension.

36. LIABILITY FOR DAMAGE

36.1Vendor shall repair, at his own expense all damages to the system, building

and plants etc. caused by Vendor, his sub-Vendor(s), or his employee (due to

their sole and direct fault and not due to force majeure of due to fault of NTC)

during the period of installation and commissioning.

36.2The Vendor shall take special and full care not to cause damage to the cables,

accessories, other materials and equipment supplied by NTC whether before/

during/after installation thereof, till the issuance of provisional acceptance

certificate by NTC

36.3During execution of the Works, the Vendor shall take full care and

precautions not to cause any damage to the existing installations, facilities,

services, whether underground or on ground, and persons and property of the

third party/NTC. Should any such damage be caused by the Vendor

attributable to it, the Vendor shall be responsible for rectifying and

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compensation for the said damage, if required so, and all the cost thereof shall

be borne by the Vendor except amount covered by the insurance.

36.4The Vendor shall keep NTC indemnified against any claim from the third

party with respect to such damage caused by and attributable to the Vendor.

37. TERMINATION FOR INSOLVENCY

37.1 NTC may at any time terminate the contract by giving a thirty (30) days

written notice to the Vendor without compensation to the Vendor, if the

Vendor becomes bankrupt or otherwise insolvent, provided that such

termination will not prejudice or affect any right of action or remedy

which has accrued or will accrue thereafter to NTC.

38. TERMINATION FOR CONVENIENCE

38.1 NTC may, by a thirty days written notice sent to the Vendor, terminate

the contract, in whole or in part at any time for its convenience.

38.2 The notice of termination shall specify that termination is for NTC‟s

convenience, the extent to which performance of work under the

contract is terminated, and the date upon which such termination

becomes effective.

38.3 The Equipment and services that are complete and ready for shipment within fifteen (15) days after the Contractor’s receipt of notice of termination shall be purchased by NTC at the Contract terms and prices. For the remaining goods, NTC may select:

38.3.1 To have any portion completed and delivered at the contract

terms and prices; and

38.3.2 The Vendor shall be reimbursed for any expenses incurred for

partially completed goods and material and parts already

ordered.

39. PROJECT DIRECTOR

39.1 Project Director DWDM NTC HQs Islamabad.

Tel: 051-9222455

Fax: 051-9206825

40. ULTIMATE CONSIGNEE

40.1 Project Director (DWDM) NTC HQ will be the ultimate consignee for

the whole project.

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41. AMENDMENTS IN CONTRACT AND CHANGE ORDER

41.1 No variation in or modification of the terms of this Contract shall be

made except by written amendments mutually agreed and signed by

both the Parties.

41.2 NTC may at any time but at least thirty (30) days prior to the delivery of the Equipment or service, intimate the Contractor officially by a written order, change within the general scope of the Contract in any one or more of the following: Drawings, designs or specifications, where Goods or service to be furnished under this Contract. If any such change causes an increase in the cost of or the time required for the Contractor’s performance of any part of the work under the Contract an equitable adjustment shall be made in the Contract price or delivery schedule, or both, after approval from competent authority of NTC and the Contract shall accordingly be amended.

42. PRIORITY OF DOCUMENTS

42.1 Unless otherwise specified in this contract, various documents

shall have priority as under:

42.1.1 The Contract and attached annexure from ANX „A‟ to „I‟

42.1.2 L.O.I.

42.1.3 The Vendor‟s Offer and subsequent clarification etc submitted

to NTC.

42.1.4 The Bid/Tender Documents.

43. EFFECTIVE DATE OF CONTRACT

43.1 This Contract shall become effective on the date of release of advance payment.

44. NOTICES

44.1 Purchaser’s address

NATIONAL TELECOMMUNICATION CORPORATION,

HEADQUARTERS, F-5/1, ISLAMABAD.

44.2 Vendor’s address

M/S HUAWEI TECHNOLOGIES PAKISTAN (PVT.)

LTD.12th

Floor Saudi Pak Tower 61-A Jinnah Avenue Blue

AreaIslamabad. Ph # 2800000 Fax # 2800015

45. INTEGRITY

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45.1 The M/s Huawei Technologies Pakistan (Pvt.) Ltd hereby declares

that it has not obtained or induced the procurement of any contract,

right, interest, privilege or other obligation or benefit from

Government of Pakistan or any administrative subdivision or agency

thereof or any other owned or controlled by it (GoP) through any

corrupt business practice.

45.2 Without limiting the generality of the foregoing Huawei Technologies

Pvt Ltd represents and warrants that it has fully declared the

brokerage, commission, fees etc, paid or payable to anyone and not

given or agreed to give and shall not give or agree to give to anyone

within or outside Pakistan either directly or indirectly through any

natural or juridical person, including its affiliate, agent, associate,

broker, consultant, director, promoter, shareholder, sponsor or

subsidiary, any commission, gratification, bribe, finder‟s fee or

kickback, whether described as consultation fee or otherwise, with the

object of obtaining or including the procurement of a contract, right,

interest, privilege or other obligation or benefit in whatsoever form

from GoP, except that which has been expressly declared pursuant

hereto.

45.3 Huawei Technologies Pvt Ltd certifies that it has made and will make

full disclosure of all agreements and arrangements with all persons in

respect of or related to the transaction with GoP and has not taken an

action or will not take any action to circumvent the above declaration,

representation or warranty.

45.4 Huawei Technologies Pvt Ltd accepts full responsibility and strict

liability for making any false declaration, not making full disclosure,

misrepresenting facts or taking any action likely to defeat the purpose

of this declaration, representation and warranty. It agrees that nay

contract, right, interest, privilege or other right and remedies available

to GoP under any law, contract or other instrument, be avoidable at

the option of GoP.

45.5 Notwithstanding any rights and remedies exercised by GoP in this

regard, Huawei Technologies Pvt Ltd agrees to indemnify GoP for

any loss or damage incurred by it on account of its corrupt business

practices and further pay compensation to GoP in an amount

equivalent to ten time the sum of any commission, gratification,

bribe, finder‟s fee or kickback given by Huawei Technologies Pvt Ltd

as aforesaid for the purpose of obtaining or inducing the procurement

of any contract, right, interest, privilege or other obligation or benefit

in whatsoever form from GoP.

46. TITLE AND RISK 46.1 Risk of loss of and damage to the equipment here under shall pass to NTC

upon successful PAT. 46.2 Title to the Equipment shall pass to NTC upon successful PAC.

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47. WAIVER

47.1 No delay, neglect or forbearance on the part of either party in enforcing against the other Party any term or condition of the Contract shall either be or be deemed to be a waiver. Any waiver of a Party’s rights or remedies under the Contract must be in writing and must be dated and signed by an authorised representative of the Party granting such waiver and must specify the right and the extent to which it is being waived.

48. ENTIRE AGREEMENT

48.1 This Contract together with the attached Annexes contains the entire

terms and conditions and constitutes the entire agreement between the Parties and cancels and supersedes any previous oral or written agreements, representations or arrangements, express or implied, by the Parties with respect to the subject matter of this Contract.

49. SEVERABILITY 49.1 In the event any one or more of the provisions of this Contract is held to be

void, unenforceable or illegal under the applicable law, such voidness or

unenforceability or illegality shall not affect any other provision of this

Contract.

50. INDEPENDENT CONTRACTORS

50.1 Huawei and the NTC shall be deemed to have the status of independent entities and nothing in this Contract shall be deemed to place the Parties in the relationship of employer-employee, principal-agent, partners or joint ventures.

51. SURVIVAL 51.1 All accrued rights of a Party shall survive the expiry or termination

of this Contract as shall all Clauses that by their nature are intended to do so, including, without limitation, obligations of Indemnity, Intellectual Property Rights, Confidentiality and Dispute Resolution.

52. INTERPRETATION 52.1 This Contract consists of the main body and Annexure - A through I

hereto, which Annexures constitute an integral part of this Contract. 53. COUNTERPARTS 53.1 This Contract may be executed in two counterparts, each of which

shall be deemed an original, but all of which together shall constitute one and the same instrument.

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54. LANGUAGE 54.1 The official language of this Contract shall be English language.

55. SEPARATE CONTRACT AGREEMENT FOR

VOLUNTARILY FREE OF COST OFFER

M/s Huawei had offered following equipment (fully functional)voluntarily and free

of cost vide their Letter # Huawei/NTC/DWDM/4 dated 29th

April, 2010.

1) 2xsoft X 300 (configured for 25000xlines each along with class V

license for 50000xlines)

2) 01xMSAG of capacity 1000xlines (preferably 800xPOTS and

200xDSL)

3) LI Functionality software enabled and ready for the above mentioned

02 x soft switches with an ability to connect one MC and cater for

further future interfacing with third party LI equipment.

The contract agreement for above mentioned equipment, items, software, BOQ

with their functionality shall be signed separately between M/s Huawei and NTC

soon after signing of this contract, which is being signed now.

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IN WITNESS HEREOF, The Parties hereto executed this Contract as of the day

and year and at the respective place of business herein above set forth and have set

their hand below:

FOR AND ON BEHALF OF

HUAWEI TECHNOLGIES PAKISTAN

(PVT.) LTD.

FOR AND ON BEHALF OF

NATIONAL TELECOMMUNICATION

CORPORATION

Brig (R) Asif Ali Mahmood

Executive Director Huawei Technologies

Brig (R) Muhammad Younas

Chief Technology Officer (CTO) NTC HQs

Witnesses

1

NIC #:

Passport #: Project Director (DWDM) NTC HQs

2.

NIC#:

Passport #: GM Finance NTC HQs

3.

NIC#:

Passport #: