contract for the provision of internet services

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CONTRACT FOR THE PROVISION OF INTERNET SERVICES

This Contract (the “Contract”) is made on this ___ day of February 2017

By and between:

TIMOR GAP – Timor Gás & Petróleo, E.P, a State-owned company incorporated, organizedand existing under the laws of the Democratic Republic of Timor-Leste, created by means ofDecree-Law no. 31/2011, of 27 July 2011, having its registered office at Level 3, Timor Plaza,Suite 301-314, Rua Presidente Nicolau Lobato, Comoro, Dili, Timor-Leste (hereinafter referred toas the “COMPANY”) of the one part,

And

[Insert company’s full name], a company incorporated in [insert place of incorporation], withregistered number [insert registration number] and having its registered office at [insertregistered address], (hereinafter referred to as the “CONSULTANT”) of the other part.

(Each a "Party" and together the "Parties)

WHEREAS, the COMPANY requires the CONSULTANT to provide internet services as describedin Annex I and the COMPANY commits itself to reimburse the CONSULTANT in accordance withAnnex II (Schedule of Fees and Insurance Coverage) for the Services (as defined below)rendered herein.

WHEREAS, the CONSULTANT is engaged in the business of providing such Services (as definedbelow) and represents that it has adequate resources, competent, experienced, suitably qualifiedand fully trained personnel and is capable, willing and ready to carry out the required Services(as defined below) to the satisfaction of the COMPANY.

WHEREAS, the COMPANY wishes to engage the CONSULTANT to provide the Servicesdescribed herein and the CONSULTANT agrees to provide the Services with the terms andconditions contained in this Contract.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafterprovided, the CONSULTANT and the COMPANY agree to comply with the terms and conditionsof this Contract as follows.

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1. Definitions

In the context and for the purposes of the Contract, whenever commencing with capital lettersand unless the context should entail a different meaning, the terms set out below shall have thefollowing meaning:

1. Contract: means the present Service Contract and Annexes forming part thereof under theterms of Clause One.

2. Provisional Acceptance Date: means the date whereupon the terms agreed upon foracceptance are met and which shall be stated on the Provisional Acceptance record slip.

3. Delivery Date: means the delivery date by the CONSULTANT of all Equipment at thoselocations designated for this purpose by the COMPANY and which shall be certified by thelatter.

4. Documentation: means the documents supplied by the CONSULTANT to the COMPANY, byany way, under the terms of the present Contract, including the lists of the Equipment andServices to supply, manuals, training services, materials, lists of programs, data models,flowcharts, logical diagrams, technical and functional specifications, instructions, as well astotal or partial copies of the documents mentioned above.

5. Equipment: means the software and/or hardware to be used on the networks of theCOMPANY, as well as associated measurement, testing, controlling and operating hardwareand software.

6. Complementary Equipment: Equipment required to ensure service quality (Protection,Redundancy, Testing, Supervision, etc).

7. Installation: means the Services related with the assembly and essays of the Equipment, asdefined in clause Fourteen.

8. Software: means all the code readable by men and machines, including computer files,related with the running and operation of the system. Includes basic software, software tosupport operating, maintenance and management functions and functionality software.

2. Object

1. Under the terms of the present Contract, including its annexes and documents, theCONSULTANT undertakes to provide to the COMPANY internet services, as better describedin the Annex I.

2. The aforementioned object of this Contract also includes the supply of related Equipment andDocumentation mentioned in Annex III.

3. The signature of the present Contract does not entitle the CONSULTANT with any rights ofexclusive supply of the Equipment and Services, or any other good, included in its object tothe COMPANY.

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3. Validity

1. Without prejudice to its application until full compliance with all the obligations and guaranteesarising out of the present document, the present Contract is valid and takes effect from ____February 2017, corresponding to the date of the adjudication.

2. The present Contract cannot be automatically renewed, unless by a written agreementbetween the Parties about its terms, namely witch respects to its validity.

3. The maintenance and technical/operational assistance services are contracted for a __ (___)years period, counted from the date of effective commencement of the Services.

4. Contract Price

1. The Contract Price payable to the CONSULTANT shall not exceed USD …… (…….American Dollars) including all taxes and duties due by the CONSULTANT in Timor-Lesteor any other jurisdiction. All rates, prices or sums, as set out in Annexes I and II, shall befirmed and fixed and not subject to indexation or other increase for any reason whatsoever,including but not limited to currency fluctuation.

2. The CONSULTANT shall provide the COMPANY, in accordance with Annex II, for effectiveservices rendered, starting on the Effective Date, with an invoice evidencing satisfactorycompletion of the Services. Upon receipt of such invoice, the COMPANY shall pay suchinvoice in accordance with the provisions under this Contract. All invoices shall comply withany requirements imposed by the laws of Timor-Leste.

3. Unless otherwise expressly agreed in writing by the Parties, all costs incurred byCONSULTANT in providing the Services hereunder shall be deemed to be covered by theamount set forth in Clause 4.1.

4. Any amounts paid by the COMPANY to the CONSULTANT hereunder shall be for Servicesactually rendered, and no part of any such amount paid to the CONSULTANT hereunder orany other funds of the CONSULTANT shall, directly or indirectly, be paid to, or accrue for thebenefit of, any official, agent, or employee of, or in any manner connected with, anygovernment or any political subdivision, ministry, agency, or authority thereof, when suchpayment or accrual would be illegal under the laws of Timor-Leste or of any other jurisdictionwhere the CONSULTANT performs Services.

5. If the COMPANY, in good faith, disputes any portion of the CONSULTANT’s invoice, theCOMPANY shall notify the CONSULTANT of same in writing and may withhold payment forthe disputed portion until the dispute is resolved. The COMPANY’s right to withhold suchpayment will be in addition to, and not in any way in lieu of, any other right of the COMPANYhereunder. Payment of any invoice shall not prejudice the right of the COMPANY to questionthe propriety of any charges therein.

6. The payment for all undisputed portions of any correctly prepared invoice (that has all requiredsupporting documents and any time sheets to enable proper verification of costs, fees, chargeon reimbursable items) shall become due upon thirty (30) days after the COMPANY’s receiptof the CONSULTANT’s invoice(s). The COMPANY shall pay all undisputed amounts of each

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such invoice (less withholding tax and other taxes) to CONSULTANT’s bank account asspecified in writing to the COMPANY.

5. Subcontracting and Assignment of Credits

1. The CONSULTANT may not wholly or partially subcontract any of his obligations under thepresent Contract without first seeking the prior consent in writing of the COMPANY, whichshall not be unreasonably refused or withheld.

2. The subcontracting will not release the CONSULTANT from its responsibilities and obligationsunder the Contract, being wholly responsible for complying with the obligations of any sub-contract, its agents, employees or workers.

3. Without prejudice to the provisions in the previous paragraphs, the CONSULTANT ensuresthat any sub-contracted entity complies with all legislation and regulations applicable to theactivity carried on and that it has and will have all permits, licenses and/or approvals applicableunder the law and regulations necessary to carry on its activity as well as to meet itsobligations under the Contract.

4. The COMPANY reserves the right to order the replacement of any sub-contracted partywithout thereby entailing additional costs for the COMPANY if:

a) the said subcontracted party is demonstrably less qualified than the CONSULTANT tomeet those obligations which have been sub-contracted according to the Contract;

b) it learns of any breach by the sub-contracted party of any its obligations under the Contractor of any legislation or regulations applicable to it.

5. Whenever any sub-contracted party provides the CONSULTANT with a warranty concerningany goods or Services which lasts longer than any warranty period stipulated in the presentContract, the CONSULTANT is obliged to transfer to the COMPANY, on the termination dateof the relevant warranty period, the benefit of the warranty provided by the sub-contractedparty.

6. The CONSULTANT may not wholly or partially assign any credits related with the presentContract to third parties without first seeking the prior consent in writing of the COMPANY.

6. Provision Terms

1. The CONSULTANT is wholly responsible for obtaining any permits, approvals or import and/orexport licenses, which prove necessary to meet its obligations under the present Contract.

2. The Equipment provided by the CONSULTANT are subject to the acceptance by theCOMPANY under the terms of Clauses Fifteen and Seventeen.

3. The CONSULTANT is responsible for the transport, loading, unloading and insuranceregarding the Equipment until the date of Provisional Acceptance thereof, in case installationServices have been ordered, or, if not, until the date of delivery of the whole Equipment. Incases of rejection of the Equipment supplied under the terms of the present Contract, the

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loading and transport costs for removal of the Equipment will be entirely borne by theCONSULTANT.

4. The Equipment and its constituent parts shall be free of any flaws and should be new,including those used in tests which, under this Contract, shall belong to the COMPANY.

5. The Equipment and its constituent parts shall function in perfect conditions, interconnected ornot with any other equipment installed in COMPANY’s electronic communications network.

6. The CONSULTANT undertakes to provide the COMPANY, at no extra cost to the latter, withall Equipment, Documentation, Services or other activities required in accordance with theterms of this Contract for the smooth running, operation and maintenance of the Services, sothat the objectives of the same order and of the respective technical specification areachieved.

7. In the event of the failure to meet the functionality foreseen in the Contract, namely thosementioned in Annex I, the CONSULTANT undertakes to provide the COMPANY withalternatives which meet the same objectives at no extra cost to the latter and without prejudiceto meeting the stipulated delivery dates, even if such alternatives are not specified in AnnexI.

8. In case the alternatives provided under the terms of the previous number do not satisfy theCOMPANY, the latter reserves the right to reject the Equipment.

9. The CONSULTANT may not subsequently claim it was unaware of information not requestedin time to modify any provision of the present Contract.

10. The terms of use by the COMPANY of the Software supplied by the CONSULTANT are setout in Annex I.

11. The CONSULTANT, in the execution of its obligations under this Contract, undertakes toaccomplish and make accomplish for its employees, strictly and totally, all general and specificsecurity rules, as well as any other specific Services conditions in force in the COMPANYwhich must be notified by the latter.

7. Specifications

The CONSULTANT undertakes to provide the Equipment and Services, in compliance with theTechnical and Quality Specifications referred to in Annex I.

8. Failure to Comply with Specifications

1. The Equipment and Services provided by the CONSULTANT is required to meet thespecifications stated in Annex I.

2. Without prejudice to the provisions of other items of the present Contract and its Annexes, theCONSULTANT undertakes to repair, at no extra cost to the COMPANY, any malfunctionsprovided that they do not derive from a failure to comply with the technical recommendationsof the CONSULTANT.

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9. Quality Requirements

The CONSULTANT undertakes to assembly the Equipment and to provide the Services orderedby the COMPANY under the present Contract, in accordance with the conditions set out below:

a) The Equipment and Services provided shall conform to the quality manuals of theCONSULTANT, these being consistent with the standard practice for the type of productmanufactured/supplied and services provided.

.b) Along with each Equipment endowed with a specific function the CONSULTANT shall send

the respective certificate of compliance with its functional characteristics to the COMPANY,namely the result of the respective factory tests.

c) Whenever it sees fit the CONSULTANT shall suggest to the COMPANY alterations to theContract regarding the quality of the Equipment or Services ordered which seek to enhancetheir quality.

10. Alterations and New Versions

1. In the event that it develops, markets or makes available new versions of hardware andsoftware during the execution of the present Contract, the CONSULTANT undertakes to send,a written notification to the COMPANY thereof six months before the date of its commerciallaunch or availability, informing the date, prices, which will not obligate the COMPANY, whichcan continue to be supplied by the Equipment and Services under the terms of the presentContract.

2. The CONSULTANT guarantees that the new versions which may be supplied to theCOMPANY, in the terms mentioned at the previous number, will always include thefunctionalities mentioned in Annex I.

11. Technical Documentation

The CONSULTANT undertakes to provide the COMPANY, and keep constantly up-to-date, alltechnical documentation pertaining to the Equipment, including the respective manuals, under theterms set out in Annex I.

12. Delivery of the Equipment

1. The CONSULTANT shall proceed to the transport and deliveries of the Equipment inaccordance with Annex I, reserving the COMPANY the right to refuse early deliveries.

2. In the event of breach of the deadlines referred to in the previous numbers, the CONSULTANTshall be penalised under the terms of the provisions of Clause Twenty.

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13. Packaging and Identification of Equipment

1. The Equipment supplied shall be duly packaged and marked with the serial numbers of theCONSULTANT so as to allow the identification thereof for the purposes of the warranty underthe terms of Clause Sixteen.

2. The CONSULTANT shall provide the COMPANY, along with the Equipment supplied underthe terms of the present Clause, with a list itemising all the hardware and Software deliveredas well as the respective serial numbers mentioned in the previous number above.

14. Installation Services

1. The CONSULTANT shall provide the COMPANY with the corresponding Installation Servicesin the terms of Annex I.

2. The CONSULTANT undertakes to comply with the conditions set out below for the supply ofInstallation Services:

a) Installations shall be carried out in accordance with the standard practice for similarservices;

b) Equipment shall be installed in such a way that it is in normal operating conditions,meeting the corresponding specifications;

c) Along with installation the CONSULTANT shall submit all associated documentationpertaining to assembly and testing in accordance with the provisions of the presentContract and its Annexes. The dossier to be submitted along with the Installation ofeventual expansions to existing systems shall reflect the final overall status of systemafter expansion.

15. Provisional Acceptance

1. Within 15 (fifteen) days after the delivery of installation, or after the delivery date in case theinstallation has not been ordered, the COMPANY shall carry out the Provisional Acceptancetests common in industry or agreed upon between the Parties.

2. Should any fault, shortcoming, malfunction, incompatibility with any technical specificationsor any flaw in the Services provided and Equipment installed be detected by the COMPANY,the latter shall interrupt the Acceptance Tests and immediately provide the CONSULTANTwith written notification of the fact, stating the fault, failing, malfunction or incompatibility withany technical specifications or any flaw detected.

3. In the case foreseen in the previous number above the CONSULTANT is obliged to replaceor correct the Equipment or Services in which any fault, failing, malfunction or incompatibilitywith any technical specifications or any flaw has been detected within no more than 48 (fortyeight) hours from the date of the aforementioned notification, where after the COMPANY will

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make its opinion known regarding the corrections or replacements made and, eventually, theTests will be resumed.

4. Upon the conclusion of the Provisional Acceptance Tests, provided that no flaw is observedconstituting grounds for its rejection, replacement or correction, the COMPANY shall issueProvisional Acceptance of the Equipment and Services, till fifteen days counting from thetests termination, drawing up the attendant Provisional Acceptance record, a copy of the latterbeing sent to the CONSULTANT. In case the COMPANY had not executed the contractualproceedings of Provisional Acceptance by drawing up the record slip in the deadlinementioned above, the latter will be considered as accepted and executed at the terminationdeadline mentioned above.

5. Without prejudice to the COMPANY right to terminate the Contract in the terms of ClauseTwenty Seven, should the deadline referred to in no. 3 above elapse without the correctionor replacement by the CONSULTANT of Equipment or Services in which faults, failings,malfunctions or incompatibilities with any technical specifications or any flaws detected asstated in no. 2 of the present Clause, the CONSULTANT shall be subject to those penaltiesforeseen in Clause Twenty.

16. Warranty Period

1. The warranty period for Equipment and Software shall be 2 (two) years as from the date ofProvisional Acceptance.

2. During the warranty period referred to in the previous number above the CONSULTANTundertakes to correct, repair or replace, at his own expense and risk, any hardware andSoftware displaying faults, failings, malfunctions, incompatibilities with TechnicalSpecifications or any flaws.

3. The replacement, repair or correction of Equipment or Software in which any fault, failing,malfunction or incompatibility with any technical specifications or any flaw referred to in theprevious number above has been detected, as well as the rendering of technical assistanceand maintenance services shall be carried out by the CONSULTANT in line with the deadlinesand other conditions set out in Annex I.

4. Without prejudice to the right to termination foreseen in Clause Twenty Seven, the warrantyperiod foreseen in no. 1 above shall be extended until such time as the CONSULTANT carriesout the replacement, repair or correction of Equipment or Software where any fault, failing,malfunction or incompatibility with any technical specifications or any flaw has been detected,being obliged in this regard under the terms of the provisions of no. 2 above.

5. The Equipment substitution implies the beginning of a new period of warranty, relating withthe new Equipment which, if the COMPANY considers necessary, will be also subject to theProvisional and Final acceptance process applied to the replaced Equipment.

17. Final Acceptance

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1. Upon the termination of the deadline referred to in no. 1 of Clause Sixteen and provided thatall the obligations of the CONSULTANT have been fully complied with and that the Equipmentare in good working order, the COMPANY shall issue Final Acceptance, till 15 days countingfrom the end of the warranty Period, drawing up the attendant Final Acceptance record, acopy of the latter being sent to the CONSULTANT.

2. For the purpose of verification of the good working conditions of the Equipment referred to inthe previous number above, the COMPANY may, before the end of the warranty period,perform specific tests in order to evaluate its proper working. In case of detection of somefault or malfunction, requiring corrective actions by the CONSULTANT before the COMPANYissues the Final Acceptance record, a copy of the result of the referred tests shall be sent tothe CONSULTANT.

3. With the termination of the deadline mentioned in number one above for the issuance of theFinal Acceptance report, and in case there has not occurred none of the situations mentionedin number two above, in case the COMPANY had not executed the contractual proceedingsof Final Acceptance by drawing up the record slip of Final Acceptance, the latter will beconsidered as accepted and executed at the termination deadline mentioned above

18. Technical Assistance and Maintenance Services

1. The CONSULTANT shall provide the COMPANY with Technical Assistance andMaintenance Services under the terms and conditions described in Annex III, during … (….)years, counting from the Provisional Acceptance date.

2. When the Provisional Acceptance of each Services and Equipment supplied under theterms of the present Contract had occurred, the CONSULTANT will provide, thecorrespondent Technical and Operational Assistance Services defined in Annex III, whichshall be performed with qualified personnel using due care and skill, diligence in accordancewith this Contract and at a level equivalent to international industry standards and practises.

19. Declarations and Warranties

1. Without prejudice to such other obligations and guarantees as derive from the other clausesof the present Contract, Annexes and other documents forming part thereof, theCONSULTANT does expressly declare and ensure that:

a) It is in a legal and legitimate position to market and supply the Software, the Services andall the items object of this Contract, as well as to use the patents and “know how”associated to the same, and that the fulfilment of its own obligations deriving from thisContract are not in violation of the copyrights and/or intellectual property of any third party;

b) The Equipment supplied and the Services rendered under the present Contract arecompetitive on the information technology market at the time whereat they are supplied,being ready for installation, implementation and operation in accordance with theTechnical Specifications;

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c) The Software and any disks, CD-ROMs or other electronic support do not contain anyviruses known in the respective industry as at the date of Installation;

d) The Software is endowed with an effective prevention, detection and elimination systemregarding any viruses or failings which impact the operation of Software or Equipment;

e) The Equipment and Software supplied, as well as the Services provided under thepresent Contract, comply with those levels of quality and reliability stipulated in thepresent Contract, Annexes and other constituent documents.

2. Should the CONSULTANT, within the scope of the Services rendering, have access topersonal data in the possession of COMPANY, the CONSULTANT hereby declares andassures that it will comply with the legislation in force regarding personal data, namely:

a) It will strictly comply with the COMPANY’s instructions in what concerns its access,registration, transmission or any other processing operation in relation to them;

b) It will implement the required technical and organizational measures to protect the dataagainst accidental or illicit destruction, accidental loss, alteration, diffusion or unauthorizedaccess, as well as against any other type of its illicit processing;

c) It will comply and assure the fulfill of the professional secrecy duty in relation to them;

d) It will only allow the access to personal data to its own technicians whenever it might benecessary to perform respective functions assigned to them within the scope of theServices rendering which is the object of this Contract and will abstain to use them fordifferent purposes, for its own benefit or for any third party’s benefit.

e) It will carry out periodically and together with the COMPANY, the follow-up and control ofthe Services rendered, always trying to find the best solutions regarding the personal dataprocessing.

20. Penalties and Compensation

1. Should the CONSULTANT, for reasons attributable to it, including those ascribable to its sub-contracted entities, fail to meet the deadlines stipulated in the Contract or avoid theCOMPANY meet its deadlines, the COMPANY may choose between the application of thosepenalties set out below and the indemnification by exceeding damages, in this last case itshall be limited to the Contract price.

2. In the event of a breach by the CONSULTANT of the contractual deadlines for Equipmentand/or Services delivery, namely the breach of contract installation delivery date, theCOMPANY may apply a penalty corresponding to 0,5% (zero point five percent) for eachday’s delay calculated in terms of the Contract price.

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3. The payment deadline for the CONSULTANT of those penalties foreseen in the presentClause is 60 (sixty) days as from the date of the respective debit notes issued by theCOMPANY.

4. The entire amount of penalties referred in this Clause will be limited to a maximum of 15%(fifteen per cent) of the Contract price.

5. In alternative to the payment referred to in the previous number above, the COMPANY maychoose to fulfil the payments foreseen in no. 1 of the present Clause through of the bankwarranty referred to in the following Clause or through compensation with the values to bepaid by the COMPANY.

21. Bank Guarantee

1. In order to ensure the compliance with those obligations assumed under the Contract by theCONSULTANT, the latter undertakes to provide the COMPANY with a Bank Guaranty, onfirst demand issued by a major bank acceptable to the COMPANY and made payable to theCOMPANY without any term of validity or automatic renewal period and without anyexclusions regarding the responsibility, being for a sum corresponding to 10% of the totalContract price.

2. The bank guarantee referred in the previous number will be released by the COMPANY, bydemanding it to the CONSULTANT, after the conclusion of the Services object of thisContract, provided all the CONSULTANT’s contractual obligations are fulfilled.

3. In case of total or partial execution of the Bank Guarantee presented or any eventualreinforcements of the same, the CONSULTANT undertakes to reinforce the submittedguarantee or to deliver the guarantee within the period of 5 (five) days starting from itsexecution, for the value that is missing to reach the value referred in number one of thisClause.

4. All the costs deriving from the above referred bank guarantee supply will be entirely borne bythe CONSULTANT.

22. Risk and Transfer of Ownership

1. Without prejudice to any rights conferred by law or under the Contract and to those warrantyobligations to which the CONSULTANT is subject under the Contract, Equipment-relatedrisks are transferred to the COMPANY on the date of the respective Provisional Acceptance,whenever Installation Services are ordered by the COMPANY to the CONSULTANT,otherwise risks are transferred on the date of delivery of the total Equipment.

2. The ownership of Equipment is transferred to the COMPANY on the date of the respectiveProvisional Acceptance, and upon the receipt by the CONSULTANT of the total payment bythe COMPANY, whenever Installation Services are ordered by the COMPANY to theCONSULTANT, otherwise ownership is transferred on the date of delivery of the totalEquipment.

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3. Any part of Equipment shall be transferred to the COMPANY free of any encumbrances orcosts; it shall not be the object of any legal transactions which in any way legitimise claimsby third parties to rights thereupon.

4. If, for any reason not attributable to the COMPANY, the Equipment or part thereof isencumbered, the CONSULTANT undertakes to immediately lift any such encumbrancesforthwith at his own expense.

23. Civil Liability and Insurance

1. Without prejudice to the provisions of law to manufacture responsibility, the CONSULTANTshall be liable for any damages directly caused to the COMPANY or third parties resultingfrom negligence or for which the CONSULTANT is to blame, or for which is blame itsemployees and subcontracted parties, including physical injuries or damage to property.

2. Without prejudice to or limiting its obligations under the Contract, the CONSULTANTundertakes to take out and maintain for the duration of the Contract, and undertakes that itssubcontracted parties also maintain, such insurance policies as prove appropriate to coverits obligations under the Contract.

3. The aforementioned insurance policies shall cover, namely, accidents at work, accidents anddeath.

4. The CONSULTANT undertakes to prove to the COMPANY, whenever the latter so requests,the existence of the aforementioned insurance policies, including those taken out bysubcontracted parties.

5. The CONSULTANT undertakes to notify the COMPANY forthwith of any event which, underthe Contract, it deems to entail an obligation to compensate the COMPANY or with regard towhich the latter should claim insurance thereof.

24. Copyright and Industrial Property

1. Copyright and industrial property regarding the Equipment and Software, as well as withregard to the various hardware and firmware components and all documentation pertainingthereunto are not transferred to the COMPANY.

2. Without prejudice to Assignment of Contractual Position by the COMPANY (which alwaysincludes the right to use assignment) the CONSULTANT bestows upon the COMPANY theright to the non-exclusive, non-transferable use of the Software for those purposes intendedby the latter under the terms of Annex I.

3. The COMPANY may use, reproduce and copy technical documentation for the purposes ofplanning, operating, managing, optimising, implementing and maintaining Equipment,Software or part thereof; it may also provide technical documentation to other suppliers forthe purposes of the interconnection and/or interaction of the Equipment with other Equipmentor of Software with other software, but always insofar as is strictly necessary for this purpose.

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4. The CONSULTANT undertakes to provide the COMPANY with full compensation for anyindemnity, costs or expenses borne by the latter by dint of complaints of whatsoever naturelodged with the COMPANY by third parties based on a breach of licences, patents and otherindustrial property rights related with the Equipment and/or Software and/or with technicaldocumentation.

5. The COMPANY shall notify the CONSULTANT forthwith regarding any complaint made tothe former under the terms of the previous number above.

6. The CONSULTANT undertakes to take all necessary measures to defend itself immediatelyafter receiving communication as set out in the previous number above at his own expenseand risk.

7. If, by dint of an injunction or any legal decision, the COMPANY is prevented from using theEquipment or Software, or should the CONSULTANT for the same reason be prevented fromsupplying such Equipment or Software, the latter undertakes to provide the COMPANY withan alternative solution – at no extra cost and without prejudice to compensation for anyattendant damages - equivalent to that set out in the specification of the Contract namely:

a) The modification of Equipment or Software so that the latter ceases to be in breach, or

b) The replacement of Equipment or Software by other Equipment or Software complyingwith the same functional specifications in exchange for the return of that Equipment orSoftware which has been refused.

25. Confidentiality and Disclosure

1. Both Parties to Contract undertake neither to disclose to third parties nor to use for their ownbenefit any information convey to each other in the context of the performance of the presentContract.

2. Confidential information is taken to mean all information of a written or verbal nature or oncomputerised support containing data of an organisational, technical, commercial or financialnature, namely “know-how”, lists of clients or suppliers, materials and Equipment, lists ofproducts, studies, Software or any other information pertaining to the activity of each Party toContract.

3. The following is not subject to the provisions of no. 1:

a) The internal transmission of information to the employees of the receiving Party toContract in the context of the rendering of those Services foreseen in the present Contract,the said employees being required to maintain confidentiality;

b) That information which is already known by the other Party to Contract at the date of itsdisclosure, which becomes publicly known through no fault of the latter, or which isconveyed to him by a third party without breaching the present Contract, unless the Partyto Contract transmitting the said information expressly classifies the latter as confidentialunder the terms of the present Clause.

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4. Both Parties undertake to rigorously observe the indications transmitted by the other Partyabout confidential information disclosure. Both Parties shall also ask the other Party wheneverthere is a doubt related to the possibility to transmit certain information.

5. The Parties are responsible for all and any damages and losses resulting from the culpable ornegligent non-compliance of the obligations assumed in relation to the use of confidentialinformation.

6. The Contracting Parties are also responsible for the secrecy and the use of confidentialinformation by their respective workers or subcontracted to whom, at any title, they might resortto.

7. Both Parties agree to maintain confidential the information of each other, even after thetermination of this Contract.

8. Both Parties agree in not revealing to third parties the confidential information of the otherParty, except if such revelation is imposed by law, also assuring that they will take all thereasonable steps which will assure that the confidential information is not revealed ordistributed by their employees or co-workers, in violation of this Clause.

9. The exceptions regarding the previous number will be the revelations done to comply with ajudicial or administrative decision issued by the competent entity for that purpose, not liable tobe appealed or which appeal, although possible, does not have a suspending effect and onlyin the strict measure to assure the fulfillment of such decision.

10. In the cases foreseen in the previous number, the Party which has been ordered the revelationshould inform previously the other Party and comply with the other Party’s recommendationswhich are compatible with the intimation or with the legal obligation that is in the origin of theduty of revelation and should have that revelation be accompanied with the indication that ithappens to be confidential information belonging to a third party, revealing a commercial orindustrial secret regarding intellectual property and similar rights.

26. Force Majeure

1. If, during the term of validity of the present Contract, an event occurs which may be deemedforce majeure and which prevents timely compliance by either Party to Contract with itsobligations on those dates and by those deadlines stipulated in the Contract, the deadline forsuch compliance shall be extended by the period corresponding to the resulting delay withoutprejudice to the greatest endeavours being made by the parties to minimise theconsequences of the said event.

2. For the purposes of the present Contract, force majeure is deemed to be any unforeseeable,inevitable event which is beyond the control of the Parties to Contract and which wholly orpartially prevents them on a temporary or permanent basis from achieving their objectivesand complying with their obligations. Without wishing to limit the cases in point, force majeuremay take the form of a state of war, whether declared or otherwise, rebellions or riots, naturaldisasters such as fires, flooding and earthquakes.

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3. The party invoking force majeure shall notify the other Party to Contract in writing as soon asit learns thereof, providing evidence of the event in question and its impact on theperformance of the Contract.

4. Should the case of force majeure make it totally impossible for either Party to Contract, or fora period of more than 3 (three) months, to comply with the present Contract on a permanentbasis, the latter shall be terminated without this giving rise to compensation for breach andapplying the established in nos. 3 and 4 of Clause Twenty Six.

27. Termination of Contract

1. Under the general terms of the law, either Party may terminate the present Contract in theevent that the other Party is guilty of a serious and/or repeated breach of one or more of theobligations arising out of the said contract.

2. Grounds for terminating the present Contract by the COMPANY include, inter alias, for thepurposes foreseen in the previous number above, those cases set out below:

a) Should the Date of Provisional Acceptance be delayed beyond 60 (sixty) days for reasonsattributable to the CONSULTANT or its subcontracted parties;

b) Should the COMPANY verify that the Equipment supplied by the CONSULTANT is ofinferior quality, this being borne out by anomaly reports, and should this not have beencorrected within 60 (sixty) days of the date of the respective notification;

c) In the event 60 (sixty) days after being notified by the fulfilling party, the not fulfilling partyhas not remedy the breach.

d) In the event of any failing, error, or inaccuracy in the declarations and guarantiesmentioned in paragraph 1 of Clause Ninety.

3. Without prejudice to those indemnities due under the general terms of the law, termination ofthe Contract by the COMPANY due to a CONSULTANT breach implies:

a) The reimbursement by the CONSULTANT of those amounts it has received on accountof the supply of the Equipment and provision of the Services;

b) The removal at the expense of the CONSULTANT of all that Equipment supplied by him;

28. Safety and Environmental Protection Policies and Standards

The CONSULTANT undertakes to comply with all the COMPANY’s safety policies and standards,communicated to the CONSULTANT by the COMPANY, during all the period that the Contractwill be in force and to apply the additional internal procedures created during that period and alsocommunicated to them, in order to assure to the COMPANY the application of the new safetyprocedures resulting from the discovery of new vulnerabilities and methods of attack, beingresponsible for the integration of the same in the Services to be provided under this Contract.

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29. Applicable Law and Dispute Resolution

1. All aspects of this Contract are governed by the Laws of Timor-Leste.

2. Any matters arising concerning the interpretation, validity or implementation of the presentContract and which have not been resolved by a mutual agreement between the Parties shallbe settled by the exclusive jurisdiction of the Courts of Timor-Leste, with the express waiverto any other.

30. Annexes going to make up the Contract

1. The following Annexes to this Contract form an integral part thereof:a) Annex I – Technical Specifications;b) Annex II – Schedule of Fees and Insurance Coveragec) Annex III – Conditions of Technical and Operational Assistance during Warranty

Period;d) Annex IV – CONSULTANT’s Proposal.

2. In the event of any divergence between the terms of the clauses of the Contract and of thoseAnnexes referred to in no. 1 above, the former shall prevail, being the order of prevalenceamong Annexes its numbering.

31. Communications, Deadlines and Final Provisions

1. The communications done between the Parties will be done in writing through letter, fax orelectronic mail, without prejudice of any specific formality expressly foreseen in this Contractand will be addressed to the addresses or reception posts communicated by the Parties.

2. The headings of the Clauses of the present Contract are merely indicative, being intended tofacilitate the reading thereof.

Dili, ____________________ 2017

On behalf of the COMPANY: ______________________________________

On behalf of the CONSULTANT: ___________________________________

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ANNEX I – TECHNICAL SPECIFICATIONS

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ANNEX II – SCHEDULE OF FEES AND INSURANCE COVERAGE

The rates hereunder shall be for CONSULTANT’s personnel who are qualified and haveexperience in their respective areas and shall be all inclusive to cover all CONSULTANT's costs,overheads and profit incurred in the performance of the Services under the Contract, includingbut not limited to direct labor costs, and related welfare, board and lodging, transportation, medicalcosts, taxes, work permits, visas, licenses, insurances, tools, consumables and import duties.

1. Services Fees

1.1 Lump Sum Fixed Fees for Provision of Internet Services.

The fee for Services rendered by CONSULTANT under the Agreement shall be made toCONSULTANT lump sum fixed (insert the amount in figure (USD) (insert the amount inword). CONSULTANT shall provide breakdown of the costs including man-hoursestimated per each discipline.

1.2 Variable Fees

In the event that CONSULTANT is not able to commit fixed costs for some works items,CONSULTANT shall propose ceiling price including cost breakdown.

1.3 Additional Work Fees/Change of Work Fees

Addition work Fees/Change of Work Fees for the provision of the Service shall be chargedat the applicable rate as the following;

The pricing stipulated in Article 1.1 and 1.2 includes overtime working costs, there will notbe overtime charges incurred to COMPANY.

2. Invoicing

Invoice shall be in an original format on the official company note paper bearing companytax registration number, respective authorized signature and, if applicable, bearing thecorporate seal. The currency of the amount due shall be clearly specified and be in linewith the payment provision stipulated in item 3 Payment Term.

All payment will be subject to COMPANY's representative approval and acceptance. Anyamount becomes due and payable by COMPANY in respect of this Agreement shall beinvoiced directly to COMPANY.

3. Payment Term

COMPANY will pay undisputed invoice within thirty (30) days after receipt of invoice andpayment timing shall be in line with COMPANY regulation. The bank charges shall beborne by CONSULTANT.

4. Payment Schedule

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5. Insurance Coverage5.1 CONSULTANT shall provide workmen’s compensation insurance according to the laws of

the country of the CONSULTANT. CONSULTANT shall be liable for any claims, damages,injury, and death from CONSULTANT’s personnel in the performance of the Services andsupply of Equipment.

5.2 CONSULTANT shall provide tools and Equipment Insurance to cover CONSULTANT’sproperty, tools and equipment.

5.3 CONSULTANT will provide the insurance policies referred to in Clause 5.1 and 5.2, in amanner approved by the COMPANY including evidence of premium payment to theCOMPANY within 15 days from contract signing date and CONSULTANT will ensure thatthe insurance policies are in full force and effect during the contract period.

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ANNEX III – CONDITIONS OF TECHNICAL AND OPERATIONAL ASSISTANCE DURINGWARRANTY PERIOD

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ANNEX IV – CONSULTANT’S PROPOSAL

contract for the provision of internet services

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