musanze show new_ franchisee agreement_vs3

7/26/2019 Musanze Show New_ FRANCHISEE Agreement_Vs3

1/45

FRANCHISEAGREEMENT

MUSANZE SHOWROOM

This Franchise Centre Agreement (Agreement hereinafter) is

executed atKigali,Rwanda by and between:

AIRTEL RWANDA LIMITED,a company incorporated under the laws of

Rwanda, havingitsregistered office at Remera, Airtel Building, P.O Box

4164,Kigali,Rwanda (hereinafter referred to as the Airtel which

expression shall,unlessrepugnant to the context, mean and include

its permitted assigns) on theONE PART

AND

GENMAX LIMITED,a company incorporated under the laws of Rwanda,

having its registered Company Code 105086141 kigali, Rwanda.

Represented by Managing Director Alex Mugisha, Tel: 0731000005 Email:

[email protected](Hereinafter referred to as Franchisee,

which expressionshall unless repugnant to the subject or context mean

and includeitssuccessors, assigns, legal heirs and administrators), of

the OTHERPART.

WHEREAS:

A. AIRTEL is inter-alia engaged in the business of providing

various telecomservices including Mobile Services,Broadband,

TelephoneServicesandEnterpriseServices

B. For the promotion and marketing of its Services (as defined

hereinafter)including other related and value added services,

AIRTEL has desired toavail the co-operation of entities for

soliciting and obtainingsubscriptionsfor itsServices.

C. Franchisee has approached AIRTEL and has expressed its keen

desire tobeappointed as one of the independent associates of

AIRTEL to undertake thejob of promoting and marketing of

1 |Page
mailto:[email protected]:[email protected]


2/45

Services of AIRTEL to thepotentialCustomers, to obtain new

subscriptions, under an Agreement withAIRTEL.

D. Franchisee has also represented that it has the necessaryinfrastructure,manpower and experience in the above area and

possess thefinancialcapabilities to perform the above functions

and such other functions asmaybe assigned to it by AIRTEL

from time totime.

E. On the aforesaid representations made by Franchisee to AIRTEL,

the Partieshereby enter into this Agreement for the agreed

services on the termsandconditions appearing hereinafter.

NOW THIS AGREEMENT WITNESSETH THE TERMS AND

CONDITIONS DETAILED HEREUNDER.

1.INTERPRETATION

1.1.GENERAL

1.1.1. References made in this Agreement to Clauses and Articles

shallbeto the Clauses and Articles of thisAgreement.

1.1.2. Headings in this Agreement are for the convenience of

referenceonlyand shall not govern or affect the construction

or interpretation ofthe text of the clauses of this Agreement.

Any Explanation is tobetreated as an integral part of this

Agreement.

1.1.3. Words importing singular shall include the plural and viceversa,andthe words importing the male gender shall

also include for itspurpose the female gender and vice

versa.

1.1.4. The term Party shall refer to AIRTEL and FRANCHISEE

individually,while collectively they shall be referred to as the

Parties.

1.2.DEFINITIONS

2 |Page


3/45

In this Agreement the following words will have the meanings

specifiedbelow:

a)Agreement means this agreement dated Schedules,

Annexures and Exhibits between theParties.Including all its

Formsshall mean and include the Customer Enrolment

Forms,AirtelPrepaid Enrollment Forms and such other Forms

as may be required forthevarious Services provided by

AIRTEL from time to time and otherValueAdded Services

related documents/ enrolment forms ofAIRTEL.

b)Servicesshall mean and include Cellular Mobile Telephone

Services,Broadband and Telephone Services, Enterprise

Services and such otherServices, as may be provided by

AIRTEL to the Customers, from timeto time.

c)Customer shallmean any person who has subscribed for any

ServicesofAIRTEL.

d)Law(s)shall mean and include laws, treaties, ordinances,

judgments,decrees, injunctions, writs, orders and stipulations

of any competentcourt,arbitrator or governmental agency or

authority coming underthejurisdiction of the Territory of

Republic of Rwanda and statutes,rules,regulations, orders and

interpretations thereof of any state, municipal, regional,

environmental or other governmental body instrumentality,

agency, authority, or other body having jurisdiction over the

Parties.

2.SCOPE OF AGREEMENT

2.1.FRANCHISEE shall solicit and obtain subscriptions for the Services

and also market and promote the same on the terms and conditions

contained in this Agreement. In addition FRANCHISEE shall promote

the Value Added Services and such other Services as may be desired

by AIRTEL from time to time.

3 |Page


4/45

2.2.In addition FRANCHISEE shall also provide and ensure

comprehensive customer services including but not limited to

business promotion, bill, Collection, cash collections,

retention, churn management etc. For itsallocated Customer

Base,detailed Scope of Workof FRANCHISEE is attached as

ExhibitA.

3.TERM

This Agreement shall be effective from the date upon signature of

the Agreement and shall be valid for a term of Five (5) years with

an optional of renewal unless earlier terminated by either of the

Parties in accordance with the terms of this Agreement.

4.NON-EXCLUSIVITY

It is expressly understood that this Agreement does not confer

anyexclusive right to FRANCHISEE to market and promote the

Services nordoes the Agreement give any territorial right to

FRANCHISEE.AIRTELexpressly reserves its right to enter into

similar arrangements with otherparty(ies) to market and promote

the Services and to market theServicesdirectly to the Customers

and end users if considered appropriate in termsof business

exigency and marketrequirements.

5.SHOWROOM

5.1.FRANCHISEE specifically understands and acknowledges

that AIRTEL hasprovided showroom space to the FRANCHISEE,

strictly on a licensebasis,only till the term of this Agreement or

early termination there of ortilldesired by AIRTEL for running its

operations at the Licensed Premises.

4 |Page


5/45

5.2.Itisalso understood between the Parties that Licensed Premises

hasbeenprovided by the AIRTEL to FRANCHISEE to undertake the

job of promotingandmarketing of services of AIRTEL to the potential

Customers, to obtainnewsubscriptions.

5.3.To enhance the customer experience and for standardization

purposes, the installation of the infrastructure facilities/ material

(including hardware and software) at the Licensed premises as per

theInfrastructure Specifications shall be asdefined inExhibit B.

5.4.FRANCHISEE agrees to provide all necessary assistance to AIRTEL,

intheevent AIRTEL wants any of its representatives stationed at

theLicensedPremises for the collection of cash, cheques or other

instruments ortohandle the Customers complaints or for any other

reason deemedappropriate byAIRTEL.

6.MAINTENANCEOF SHOWROOM/ LICENSEDPREMISES

6.1.It is expressly agreed by FRANCHISEE that the maintenance of

theshowroom in the Licensed Premises is the sole responsibility as

indicated inExhibit C.

6.2.The Licensed Premises shall be maintained as per the upkeep

norms issuedby AIRTEL from time to time. The design and

specification ofshowroom shall always be maintained strictly as

recommended by AIRTEL from timetotime.

6.3.FRANCHISEE shall be solely responsible at its own cost for

obtaining allnecessary approvals, sanctions, permissions, licenses

for the operation andmaintenance of the showroom and for the

conduct of its business from anyMunicipal, Local or Government

Authority/ies or any other statutorybody.

6.4.AIRTEL shall not be liable for any loss, pilferage or damage to the

productsstored at the Licensed Premises and any loss, damage or

pilferage causedto such items shall be to the sole account of

FRANCHISEE.

5 |Page


6/45

7.PAYMENTS

7.1.All payments to be made by the Parties in terms of this Agreementshallbeby way of cash deposits only, However all the FRANCHISEE

having accountin the bank designated by Airtel, will be paid

through electronicbankingchannels RTGS/NEFT. AIRTEL shall

always have additional right tomakeany upfront deduction from

the commission and/or incentive payabletoFRANCHISEE for any

amount of AIRTEL that is outstanding from FRANCHISEE. The

payments between the Parties shall be governed by Exhibit C.

CommercialTerms, which shall form part of this Agreement. The saidcommercial terms are liable to change at the sole discretion of AIRTEL

and any of such changes shall be communicated toFRANCHISEE in

writing.

7.2.All Payments to be made in terms of this Agreement will be subject

to the deduction of tax at source, wherever applicable, as per the

provisions of the applicable law in the Republic of Rwanda from time

to time.

7.3.Noother costs, payments and expenses would be borne by AIRTEL

unlessspecifically mentioned in this Agreement or mutually agreed

in writing inadvance.

7.4.All tax liabilities arising in connection with or out of the

Agreementtransactions pertaining to FRANCHISEE shall be the

responsibilityof FRANCHISEE.

7.5.Inaddition to the covenants stated hereinabove, AIRTEL shall have

therightat any time and at its own discretion to adjust against

thecommissionpayable to FRANCHISEE, any amount owed by

FRANCHISEE toAIRTELeither under this Agreement or

otherwise as well as all costs, chargesexpenses and losses

incurred/sustainedby AIRTEL and recoverable from

FRANCHISEE in terms of thisAgreement.

6 |Page


7/45

8.TAXES

All tax liabilities arising in connection with the Agreement

transactionspertaining to FRANCHISEE shall be the responsibilityof FRANCHISEE.However, nothing contained herein shall prevent

AIRTEL from deducting taxat source as required by law from the

payments due toFRANCHISEE.

9.RELATIONSHIP

9.1.This Agreement is on a Principal-to-Principal basis and does not

create any employee-employer relationship between the Parties.FRANCHISEE, its employees, agents and representatives shall provide

services as independent entity and nothing contained herein shall be

deemed to create any partnership, joint venture between the Parties

or a merger of their assets or their fiscal or other liabilities or

undertakings or create any employment or relationship of principal

and agent between AIRTEL and FRANCHISEE and/or its

representatives,employees and agents. At no time shall FRANCHISEE

represent to any third party that the scopeofits association withAIRTEL extends beyond the scope of thisAgreement.Persons

employed by FRANCHISEE will be under the sole andexclusive

direction and control of FRANCHISEE and shall not be considered

employeesof AIRTEL for anypurpose.

9.2.FRANCHISEE shall employ and issue its own identity cards to its

employeesfor carrying out its obligations under the Agreement.

Persons soemployedshall have no claim either for employment or

for any money againstAIRTEL.All contractual and statutory

payments, including wages and salaries to theemployees of

FRANCHISEE shall be the sole liability and responsibility of

FRANCHISEE, however AIRTEL shall contribute 50% of employees

salaries thus it shall have the right to prescribe guidelineswith

respect to the salaries to be given to FRANCHISEE

employees.FRANCHISEE shall not employ any person to carry out

its obligations underthis Agreement without giving a letter of

appointment in writingandFRANCHISEE shall be solely liable

7 |Page


8/45

and responsible for all claims ofits employees.

10.AUDIT

10.1.During the term of this Agreement, and for a period of six

monthsthereafter, AIRTEL, at its sole expense reserves the right to

audit,inspect,and make copies or extracts of relevant financial

statements, systems and processes and records (Documents)

associated withFRANCHISEEsperformance under this Agreement.

The scope of this audit will belimitedto transactions arising out

of or in connection with the terms ofthisAgreement. AIRTEL

may conduct audit either directly or through itsconsultants or agents (Auditor) during the normal business hoursof

FRANCHISEE. However no such Audit shall be conducted

unlessFRANCHISEE has been given advance intimation in this

regard.

10.2.AIRTEL or any Auditor appointed by AIRTEL, shall have

unrestricted access to all Documents whether maintained

electronically or otherwise includingbut not limited to the right to

call for Documents and explanations from the employees of

FRANCHISEE, as it may think necessary for performance ofitsduties

as an Auditor. FRANCHISEE shall always cooperate and assist with

AIRTEL and its Auditor and provide all Documents and other

relevantdataand information, as and when required, for conducting

audit including notlimited to investigate any allegations/ instances of

fraud.

10.3.AIRTEL shall always ensure confidentiality of the Documents and

findings ofthe audits, however if required, AIRTEL may share the

relevantauditobservations with its statutory Auditors, any internal

committee ofAIRTELincluding but not limited to the Audit Committee

of the Board of Directors ofAIRTEL or any other Governmental/

Statutory/ Judicial/ Quasi-Judicialbody (ies).

10.4.In the event the audit findings relate, to overcharging,

misrepresentations, unethical practice, fraud or breach of terms and

8 |Page


9/45

conditions of the agreement, AIRTEL shall have all or any of the rights

stated herein against FRANCHISEE (a) to recover the overcharged

amount; (b) to suspend/stop all the outstanding/future payments; (c)

to terminate the agreement forthwith without prejudice to other rightsunder law and contract

11. CODE OF CONDUCT

11.1. Parties agree to conduct all their dealings with the other

Party, its management, employees and other business associates, in a

very ethical manner. This includes billing for only the Services

provided and seekingtobe compensated fairly as per the businessarrangements and not inanyother unfairmanner.

11.2.AIRTEL, in its Code of Conduct strictly prohibits its

employees from demanding/ accepting or payment of illegal

gratification in the form ofbribes or kickbacks either in cash or

in kind in the course of alltheirdealings with outside parties. This

is to ensure there is no conflict ofinterestin their dealings with

AIRTELs business associates. FRANCHISEE agreesthat it shall

always comply with the AIRTELs Code ofConduct.

11.3.AIRTEL expects and requires FRANCHISEE to refrain from

giving orattempting to pay illegal gratification/ bribes/

kickbacks to any of itsemployee. Any attempts to provide such

personal gratification toAIRTELsemployee will be viewed in a very

serious manner and where thereisconfirmation of such instances, it

may leadto:

a.Cessation of all business dealings withFRANCHISEE;

b.Blacklisting FRANCHISEE and its associates for any future

business;

c.Levy of a financialpenalty;

d.Reporting of matter to law enforcementagencies;

e.Appropriate legal action, wherenecessary

11.4.FRANCHISEE will provide all possible assistance to investigate

anypossibleinstances of Unethical behavior or Code of Conduct

9 |Page


10/45

violations byanemployee ofAIRTEL.

11.5.FRANCHISEE will disclose forthwith any breach of the

AIRTELs CodeofConduct, in writing that comes to itsknowledge.

11.6.FRANCHISEE undertakes to confirm its compliance to Ethical

dealings onanannual basis, by signing a certificate to the effect that

it has compliedwithAIRTELs Code of Conduct in all dealings with

AIRTEL.

12. STATUTORY COMPLIANCES

12.1.FRANCHISEE shall be entirely responsible for the deployment ofnecessaryresources, equipments and facilities etc. And ensure

that its obligationsunder this Agreement are rendered/

delivered, only, through itsemployees. Further, FRANCHISEE

shall comply with all applicablelegislations including labor

welfare legislations and statutes asapplicablefrom time to time in

the Republic of Rwanda , AIRTEL shall not be liableinany manner

whatsoever for any non-compliance on part of FRANCHISEE ofthe

applicable laws and in the event of any adverse claim ofwhatsoevernature arising thereof, the entire burden shall be

strictly borneby FRANCHISEE.

12.2.FRANCHISEE shall maintain all requisite records, registers and

books ofaccounts etc. which are obligatory under any applicable law to

the works and business of AIRTEL and shall provide such information

as may be required under any law to any authority.

13. REPRESENTATIONS& WARRANTIES

13.1.Each of the Parties represents and warrants in relation to itself to

the other that:

a.It has all requisite corporate power and authority to execute,

deliverand perform its obligations under this Agreement and

has beenfullyauthorized by all requisite corporate actions to do

so;

10 |Page


11/45

b.It has all necessary statutory and regulatory permissions,

approvalsand permits for the running and operation of its

establishment fortheconduct of its business, more particularlyfor the Services asprovidedfor in thisAgreement.

c.It has full right, title and interest in and to all trade

names,Trademarks, service marks, logos symbols and other

proprietarymarks(collectively IPR) including limited right of use

of those owned byanyof its vendors, affiliates or subcontractors)

which if it provides tootherparty, for use related to the Services,

will not infringe the marks ofany thirdparty.

d.It will provide such cooperation as other party reasonably

requests inorder to give full effect to the provisions of this

Agreement.

e.The execution and performance of this Agreement by either

oftheParties does not and shall not violate any provision of

anyexistingAgreement with anyParty.

13.2.FRANCHISEE further represents and covenants asfollows:

a.It has the requisite experience, expertise, manpower, mobility

andcommunication modes required to efficiently perform and

conducttheServices forAIRTEL.

b.It will perform its obligations under this Agreement in compliance

withall applicable and enforceable laws, ordinances and regulationsandwillobtain and maintain in full force and effect, any permits,

licenses,consents, approvals and authorizations necessary for the

performanceof its obligationshereunder.

c.It will perform its obligations with requisite care and skill and as

per,the specifications as prescribed in Exhibit A or as may be

given byAIRTEL from time to time and in the absence of the same

as pertheindustrystandards.

11 |Page


12/45

d.During the Term, AIRTEL shall have the right to access and

usesoftware and materials provided by FRANCHISEE and provide

AIRTELthe right to access and use FRANCHISEEs materials in

such a manner for AIRTEL to receive the deliverable ofFRANCHISEE underthis Agreement.

e.It undertakes that the employees who are engaged in providing

theServices to AIRTEL will not be engaged in any manner

whatsoever inproviding Services of a similar nature to a competitor

ofAIRTEL.

14. NO IMPLIEDWARRANTY

Except as provided in this Section 13 above (Representations

andWarranties), there are no express warranties, representations,

undertakingsor conditions (statutory or otherwise) and there are no

impliedwarranties,representations, undertakings, or conditions

(statutory or otherwise)including the implied warranties of

merchantability and fitness for a particular purpose in this Agreement,

whether the same is identified as confidential or not.

15. INDEMNIFICATION

15.1.FRANCHISEE hereby indemnifies, hold harmless and undertakes to

defend AIRTEL, its Affiliates and their respective employees, officers and

directors against any claim by a third party, including Statutory

Authority/s, but not limited to damages, costs, expenses as a result of

such claim with regard to:

a.The extent that Services provided to AIRTEL by FRANCHISEE

under thisagreement infringes any third partys Intellectual

PropertyRights;

b.Taxes/charges/cess/levies (interest or penalties assessed

12 |Page


13/45

thereon)against AIRTEL that are obligations of FRANCHISEE

pursuant tothis Agreement;

c.Any damages for bodily injury (including death) and damage

to realproperty and tangible personal property caused by

FRANCHISEE;

d.Any claim or action by or on behalf of FRANCHISEEs personnel

basedonhis or her employment with FRANCHISEE, including

claims arisingunderoccupational health and safety, workers

compensation, provident fund or other applicable laws or

regulations;

e.Claims by government regulators or agencies for

fines, penalties,sanctions or other remedies arising

from or in connection withFRANCHISEEs failure to

comply with its regulatory / legal requirements and

compliances;

f.Any claim on account of breach of confidentiality and security

ofdataoccurring as a result of acts of omissions or

commission ofFRANCHISEEs employees orsub-contractors.

g.Any claim occurring on account of misconduct, negligence or

wrongful

Acts of omission and commission of employees of

FRANCHISEE, and/oritssubcontractors;

h.Any claim occurring on account of misuse or negligent

application,misuse of systems, failure to follow established

procedure by FRANCHISEEs and/or Sub-contractors

employees.

15.2.FRANCHISEE, its Partners/Directors hereby unequivocally

undertake tojointly and severally indemnify, defend and agree to

hold harmlessAIRTELincluding each and all Promoters, Directors,

Officers, Employees ofAIRTELagainst each and all losses,

liabilities, punitive measures, penalties,damages, claims,

13 |Page


14/45

actions, proceedings, cost and expenses, includingreasonable

attorneys fees and disbursements in connection therewith,

asserted against or incurred by AIRTEL which arise out of or result

from orpayable on account of the FRANCHISEE failing to complywiththeprovisions relating to Customer verification. It is further

clarified andagreed that any present or subsequent directions,

whether itformspart of this Agreement or not, shall be deemed

to be a part ofthisAgreement and shall be fully complied with by

FRANCHISEE.

15.3.FRANCHISEE shall at all times indemnify and keep

indemnifiedAIRTELagainst any/ all claims of/ by its employeesraised on AIRTEL includingbutnot restricted to the claims under

non-compliance of any applicablelaborwelfare legislations as may

be in force in the Republic of Rwanda from timetotime.

15.4.It is agreed and understood by FRANCHISEE that the

computer

system/software/ hardware of AIRTEL to which it has an

access to, isverycrucial to AIRTEL and any improper use

thereof, intentionally orotherwise,shall result in huge losses to

AIRTEL. In the event AIRTEL suffers anylossor damage due to

such unauthorized or improper use and/or negligence,

FRANCHISEE undertakes to indemnify AIRTEL fully with respect

thereto.

16. CONFIDENTIALITY

16.1.In addition to all data that is marked as Confidential, all customer

related data and information, proprietary data and databases, all trade

secrets, know how licenses, know how formulae and processes shall be

deemed to be confidential for the purposes of this Agreement, whether

the same is identified as confidential or not.

16.2.FRANCHISEE will keep confidential all data provided by

AIRTEL andresultant data generated by FRANCHISEE relating to the

performance ofitsServices under this Agreement and will not use

14 |Page


15/45

it for any purpose otherthan to perform its obligations under this

Agreement. FRANCHISEE shallkeep confidential and use only for

purposes of this Agreement: (i)allinformation communicated to

it by AIRTEL whether before or after theEffective Date; (ii) alldata that is confidential to which it has accessinconnection with

the Services, whether before or after the Effective Date;and(iii) this

Agreement and the Parties' rights and obligations under this

Agreement. FRANCHISEE shall use the same means as it uses to

protectitsown confidential information, but in no event less than

reasonable means,to prevent the disclosure and to protect the

confidentiality thereof. Nosuchinformation will be disclosed to

third parties by FRANCHISEE without thepriorwritten consent ofAIRTEL except as provided in thissection.

16.3.Notwithstanding the other provisions of this paragraph, neither

Partyshallbe prevented from disclosing confidential information: (i)

that, at thetimeof disclosure, was in the public domain, (ii) that was

lawfully disclosed onanon-confidential basis by a third party who is

not bound by aconfidentialityagreement with either Party, (iii) that

is disclosed with the Parties priorwritten approval or (iv) to the

recipient Partys attorney, auditors,insurers,subcontractors and

employees who have a need to access suchconfidentialinformation

in connection with their employment (or engagement, if

applicable) by the recipient Party; (v) that is in response to valid

legalprocess, whether issued by a court or administrative or

regulatory body.Ifconfidential information is required to be disclosed

pursuant to arequirementof a legal process, the Party required to

disclose the confidential information,to the extent possible, shall

provide the other Party with timely prior noticeofsuch requirement

and shall coordinate with such other Party in an efforttolimit the

nature and scope of such requireddisclosure.

16.4.At the expiration or termination of this Agreement, for any

reasons asprovided for in the Agreement, all such documented

confidential information (and all copies thereof whether in the

documented form or disc or in anyothermedia) owned by a Party

(Requesting Party hereinafter) will bereturnedimmediately to the

15 |Page


16/45

Requesting Party or will be destroyed, withwrittencertification

thereof being given to the Requesting Party, provided thateachparty

may retain, in the sole custody of its Legal Counsels Office,certain

categories of confidential information identified to the RequestingPartyandwhich are reasonably necessary to substantiate

compliance with thisAgreement or otherwise required for

financial or operational auditingpurposes. Any residual retention

will remain subject to the confidentialityobligations under this

Agreement. When such retained information is nolonger

reasonably required, it shall be returned to the Requesting Party or

willbe destroyed, with written certification thereof to the Requesting

Party.

16.5.The contents of this Agreement shall be deemed to be confidential.

Thisclause shall survive for a period of 5 years from the date of

termination andearlierdeterminationof this Agreement.

17. INTELLECTUALPROPERTY RIGHTS

17.1.Except as provided for in this Agreement, FRANCHISEE shall notacquire any right to use, and shall not use without AIRTELs prior

written permission in each instance, the names, characters, artwork,

designs, trade names, trademarks, or service marks or any other

intellectual property rights of AIRTEL (collectively IPR hereinafter), in

any manner whatsoever.

17.2.FRANCHISEE accepts for all purposes that any IPR affixed or

usedbyAIRTEL or by any of AIRTELs affiliated companies,

whether registered ornot, constitute the exclusive property of

AIRTEL or its affiliated companiesand cannot be used except in

connection with the promotion of theservicesof AIRTEL and without

the prior written consent of AIRTEL. FRANCHISEE shall not

contest, at any time, the right of AIRTEL or its affiliatedcompaniesto

any IPR used or claimed byAIRTEL.

17.3.During the term of this Agreement, FRANCHISEE is

authorized to useAIRTELs IPR only in connection with

16 |Page


17/45

FRANCHISEEs commitments as set out in this Agreement.

FRANCHISEEs use of such IPR shall be in accordancewith the

guidelines issued by AIRTEL. Nothing herein shall giveFRANCHISEE

any interest in such IPR. In the event of termination of thisAgreement,howsoever caused, FRANCHISEEs right to use such

IPR shall ceaseforthwith from the date of termination of this

Agreement. FRANCHISEE agrees not to attach any additional

trademarks, logos or tradedesignationsto the IPR ofAIRTEL.

17.4.Subject to other terms of this Agreement and till the term

ofthisAgreement, FRANCHISEE may identify itself as an Authorized

FRANCHISEEof AIRTEL. FRANCHISEE further agrees to not to use

the IPR of AIRTEL aspart of its corporate or partnership name or

otherwise.

17.5.Subject to other terms of this Agreement and till the term

ofthisAgreement, AIRTEL shall allow FRANCHISEE to use its logo

to bedisplayedon the signboard to be placed at FRANCHISEEs

outlet(s) and on eachmemos and/or bills issued by FRANCHISEE

to the Customer/s, always however ensuring that the

identification by FRANCHISEE of being theauthorizedFRANCHISEE of AIRTEL isevident.

17.6.AIRTEL reserves the right of prior review and approval of

FRANCHISEEs useof AIRTELs IPR and all relevant advertisement

material. FRANCHISEE shallnot publish, nor cause to be published,

any advertising, or makeanyrepresentations oral or written, which

might confuse, mislead or deceivethepublic or which are detrimental

to the IPR, name, goodwill and/orreputationofAIRTEL.

17.7.AIRTEL may withdraw the permission for the usage of the IPR

belonging toAIRTEL at any time during the subsistence of this

Agreement

18. COMPUTER / SYSTEM USE

In the event FRANCHISEE or its employees, agents or representatives are

granted use of AIRTELs computers or computer systems withsoftware,

17 |Page


18/45

FRANCHISEE agrees not to utilize the computer and / or computer

systemswith software except as required to perform services agreed to

hereunderorfor any purpose other than for the authorized operation of

existingsoftware,or developing and testing of any new software whileperforming theservicesdescribed herein. In no event shall FRANCHISEE

or its employees, agents, representatives utilize the computers to develop

programs or process data for any entity other than AIRTEL or for any

purpose other than as set out in this Agreement. The usage of

computer/computer system with software for any other purposes other

than what has been authorized by AIRTEL shall constitute material breach

of the terms and conditions of this Agreement and AIRTEL shall have right

to terminate this Agreement forthwith and FRANCHISEE shall not claimany compensation on account of such termination. FRANCHISEE shall be

entirely responsible/ liable for any losses incurred by AIRTEL due to this

breach.

19.SOFTWARE

19.1.In relation to any software supplied by AIRTEL to FRANCHISEE

hereunder,FRANCHISEE expressly acknowledges that all IntellectualProperty rightsinsuch software are and shall remain the property

of AIRTEL.Furthermore,FRANCHISEE agrees that it shall take all

steps necessary to protect theseIntellectual Property rights and to

comply with such requirements in thisregard as AIRTEL may from

time to time impose. FRANCHISEE specificallyagrees that it shall

not use the software for any purpose otherthanspecified under

this Agreement or pass it over to any otherparty.FRANCHISEE

shall also not try to re-engineer or disassemble such software.FRANCHISEE shall not duplicate theprograms/softwareto which

AIRTEL has a copyright. However, it is specifically agreed by

FRANCHISEE that in caseitis required to buy any particular software

for the purpose of fulfilling itsobligations under this Agreement,

FRANCHISEE shall solely bear the costofthesame.

19.2.FRANCHISEE agrees that AIRTEL may in its sole discretion;

providelimitedaccess to its software/s, including its billing

18 |Page


19/45

software, to facilitateFRANCHISEE to discharge its obligations

under the Agreement.Although,the said software may remain with

FRANCHISEE during the validity ofthisAgreement, FRANCHISEE

shall not have any copyright on the source codeofthe said software/s.Instead, FRANCHISEE shall be deemed to have onlyanon-exclusive

right to use such AIRTEL proprietary materials for the

performance of theAgreement.

19.3.FRANCHISEE represent that it shall only install such software

on whichithas a valid license touse.

19.4.FRANCHISEE shall not use the said computer systems for any

purposenotpermitted by AIRTELs code of conduct.

19.5.AIRTEL reserves the right to inspect the use of computer

system/softwarebeing used at FRANCHISEEs end without giving any

prior noticethereof

20.TERMINATION

20.1.This Agreement may be terminated by AIRTEL by giving one

month's noticein writing to FRANCHISEE, without assigning any

reasonwhatsoever.

20.2.Either party shall have the right to terminate this Agreement

forthwithaftergiving notice thereof to the other party, in the event of

thefollowing:

a)Insolvency of the other Party or if the audited financial results of

thebusiness of the other party disclose that the total liabilities

ofthebusiness of the other party exceed its allassets.

b)If the other party enters into an arrangement or composition with its

creditor(s) or if a Receiver of the other partys property or any part

thereof, is appointed.

c)If a resolution is passed to wind-up the other partys business or if a

19 |Page


20/45

Receiver is appointed for any part of the other partysproperty.

d)Failure of the other party to obtain or maintain any license or the

suspension or revocation of any license necessary for the conduct of

the business of the other party pursuant to this Agreement.

20.3.Notwithstanding what is stated herein above, AIRTEL shall

have thesoleright to terminate this Agreement forthwith by

giving notice inwritingaddressed to FRANCHISEE at its last

known address, in case (i) the LeaseAgreement entered by

FRANCHISEE for the Licensed Premised is terminatedbythe

landlord/owner of Licensed Premises or; (ii) ofhappening or

occurrence of events including but not restricted to thefollowing:

a)Prosecution for any criminal offence of the partner/s, director/s,

soleproprietor etc. ofFRANCHISEE.

b)Breach of any of the terms or conditions of this Agreement

byFRANCHISEE and such breach is not cured within fifteen

daysofnotice byAIRTEL.

c)False claims towards sales incentives, commissions, refunds,

credits,warranty claims, false financial information reports or

any other data including but not limited to reporting

requirements ofAIRTEL.

d)If FRANCHISEE has any overdue payments towards AIRTEL

duringthe subsistence of thisAgreement.

e)If the appointment or continuance of FRANCHISEE

underthisAgreement is likely to result in, at the sole decision of

AIRTEL, inlossof goodwill or reputation ofAIRTEL.

f)If FRANCHISEE commits any misconduct, fraud, cheating,

misappropriationor any act lacking in goodfaith.

g)If FRANCHISEE fails in providing to Customers prompt and

properService.

20 |Page


21/45

20.4.This Agreement shall be terminated if either party is unable

to fulfillitsobligations hereunder for a continuous period of 60

days from thenoticedate so given by the affected party, for any

reason arising out of thehappening and occurrence of ForceMajeureevents.

20.5.AIRTEL shall not be liable to FRANCHISEE or any other party by

virtueoftermination of this Agreement for any reason whatsoever

or for any claim for loss or profit or on account for any

expenditure, investment, capitalimprovements or any other

commitments made by FRANCHISEE inconnection with their

business made in reliance upon or by virtueofFRANCHISEEs

appointment under thisAgreement.

21.CONSEQUENCESOFTERMINATION

21.1.Notwithstanding any other rights and remedies provided

elsewhere intheagreement, on termination of thisAgreement:

a)FRANCHISEE or its employees or agents shall not represent AIRTEL

in any of its dealings. FRANCHISEE shall not intentionally or

otherwise commit any act or acts that would make a third party to

believe that FRANCHISEE is still AIRTELs promoter and marketer of

its Services.

b)FRANCHISEE shall within 7 days of termination, settle all

the outstanding dues of AIRTEL; arrange to return all thedocuments and properties of AIRTEL or cost thereof.

c)FRANCHISEE shall stop using the name, trademarks, logos etc. of

AIRTEL in any audio or visual form with immediateeffect.

d)The expiration or termination of the Agreement for any

reasonwhatsoever shall not affect any obligation of either

partyhavingaccrued under this Agreement prior to the expiration

or terminationofthe Agreement and such expiration or termination

21 |Page


22/45

shall bewithoutprejudice to any liabilities of either party to the

other party existingatthe date of expiration or termination of the

Agreement.

e)Inthe event of termination or expiry of this Agreement,

FRANCHISEE shall hand over the vacant and peaceful

possession of the Licensed Premises forthwith to AIRTEL.

However, AIRTEL reserves the righttotake over the conduct of

the business from the Licensed Premises,from the date of

serving of notice of termination to FRANCHISEE,without any

let or hindrance from FRANCHISEE.

21.2.FRANCHISEE shall at its own expense return to AIRTEL

promptly allinformation, documentation and materials confidential

to AIRTEL hardware and/orsoftware and future marketing plans

or future models of theAIRTELtogether with any copies thereof or

any other documents entrustedtoFRANCHISEE byAIRTEL.

22.DISPUTE RESOLUTION ANDARBITRATION

22.1.The parties agree that any dispute arising out of or relating to this

Agreement or its interpretation, rectification, breach, termination or

cancellation shall be resolved in accordance with the following

approach:

22.2.Senior management of AIRTEL and the FRANCHISEE shall attempt

to resolve the dispute by means of good faith negotiations.

22.3.If the parties are unable to resolve the dispute in this fashion either

party may submit such dispute to Kigali International Arbitration

Center and the arbitration shall be conducted in English, by an

arbitrator who is agreed to between the parties.

22.4.To the extent permissible by law, the determination of the Arbitrator

shall be binding upon the Parties hereto.

22.5.Nothing in this Agreement shall prevent or delay a Party seeking

22 |Page


23/45

urgent injunctive or interlocutory relief in a court having jurisdiction.

22.6.The parties will be required to reciprocally continue performing

their obligations under any order while any dispute is being resolved.

23.GOVERNING LAW &JURISDICTION

This Agreement shall be governed by the laws of Rwanda and courts

inKigali shall have exclusive jurisdiction over matters relating to or

arisingfrom thisAgreement.

24.GENERALCLAUSES

24.1.EXTENSION OF SERVICES TO AIRTELAFFILIATES

AIRTEL may designate, in writing, any of its Affiliates to receive any of

theobligations under this Agreement and FRANCHISEE shall provide the

same.In such case all provisions and covenants of the present Agreement

shallbebinding on both FRANCHISEE and the Affiliate so designated

byAIRTEL,provided that (i) such Affiliates shall not make a claim or be

a party to any action or lawsuit, directly or indirectly against

FRANCHISEE arising out oforin connection with this Agreement (ii)

AIRTEL shall be fully responsible forthe performance of its obligations

under this Agreement with respect totheServices provided to such

Affiliates.

24.2.NONSOLICITATION

During the Term, neither Party will knowingly solicit any of other partys

orits strategic partners employees, except with the prior written

permissionofthe otherparty.

24.3.NON-COMPETE

FRANCHISEE agrees and acknowledges that during the term of

thisAgreement it shall not enter into anyAgreement/understanding

with anyother telecom Service Provider. FRANCHISEE shall not

carry on anybusiness or other activity which is in competition with the

23 |Page


24/45

functions,responsibilities and obligations of FRANCHISEE under

this Agreement, directly or through any other entity wherein

FRANCHISEE oritsDirectors/Partnershave anyinterest.

24.4.ASSIGNMENT

FRANCHISEE shall not assign or purport to assign or otherwise deal

with any of its rights and obligations hereunder, except with the

express priorwritten consent ofAIRTEL.

24.5.NOTICE

Except as specifically provided elsewhere in this Agreement,

all noticesrequired or permitted to be given by one Party to the

other under thisAgreement shall be in writing and shall be sufficient if

made (i) by personal delivery, (including delivery by any commercial delivery

service with acknowledgment received); or (ii) by registered or certified mail,

postage prepaid, return receipt requested; or (iii) by facsimile transmission

(Fax) to the Parties at the respective addresses set forth below or to such

other person or address as the Party to receive the notice has designatedby notice to FRANCHISEE. The date upon which such notice is so actually

delivered; or if the notice is given by registered or certified mail, the date

upon which it is deposited in the mail; or if sent by Fax, the date on which

the Fax was sent, provided an original is received by the addressee by any

commercial delivery service within two (2) business days of the Fax, shall

be deemed to be thedate of such notice, irrespective of the date

appearingtherein.

All notices shall be sent, if to FRANCHISEE, to the attention ofThe

Director/Partner/Proprietorof the FRANCHISEE as mentioned herein

above,and if to AIRTEL, to the attention of Head Legal of AIRTEL at the

respectiveaddresses as set out in this Agreement or as amended by

notice from timetotime by writing by theParties.

24.6.WAIVER

24 |Page


25/45

Failure to enforce compliance with any term or condition of this

Agreementshall not constitute a waiver of such term or condition of this

Agreement orthe right to subsequently enforce such term or condition

in the future.Nowaiver, by either party, of any provision of thisAgreement shall, inanyevent, become effective unless the same shall

be in writing and suchwaivershall be effective only in the specific

instance described and for thepurposethat the waiver isgiven.

24.7.SEVERABILITY

If any provision of this Agreement shall be found by any Government

oradministrative body of competent jurisdiction to be invalid orunenforceable,the invalidity orun-enforceabilityof such provision shall

not affect theotherprovisions of this Agreement and all provisions

not affected by suchinvalidity or unenforceability shall remain in

full force and effect.TheParties hereby agree to attempt to

substitute for any invalid orunenforceable provision with a

valid or enforceable provision,whichachieves to the greatest

extent possible the economic, legal and commercialobjectives of the

invalid or unenforceable provision.

24.8.DISCLOSURE/PUBLICITY

FRANCHISEE shall not take out any press release or do other publicity

ofany nature regarding this Agreement or its association with AIRTEL,

withoutprior written approval ofAIRTEL.

24.9.AMENDMENT

AIRTEL shall always have right to add, delete, amend or alter all or any

ofthe terms and conditions of this Agreement and such amended terms

andconditions shall be binding on the Franchisee as and when

these areintimated to the Franchisee by way of circular, notice or

otherwise andevenif the Franchisee has failed to send its acceptance

letter givingacceptancespecifically to the amended, altered, varied or

deleted terms andconditions.

25 |Page


26/45


27/45

andconditions shall be binding on FRANCHISEE as and when

these areintimated to FRANCHISEE by way of circular, notice or

otherwise and evenifFRANCHISEE has failed to send its acceptance letter

givingacceptancespecifically to the amended, altered, varied or deletedterms andconditions.

24.14. FORCEMAJEURE

No failure or omission by either Party to carry out or observe or

performany of the terms and conditions of this Agreement (other than any

paymentobligation) shall give rise to any claim against such Party or

be deemed abreach of this Agreement if such failure or omissionarises from an actofGod, an act or omission of Government, war or

military operations,nationalor local emergency, acts or omissions of

Government, fire, lightning,explosion, flood, subsidence, inclement

weather, acts or omissions ofpersonsor bodies for whom the Party is not

responsible or any other causewhethersimilar or dissimilar outside such

Party'scontrol.

24.15. COUNTERPARTS, CAPTIONS & REFERENCES TOSTATUTESORSTATUTORY PROVISION

This Agreement may be executed simultaneously in any number

ofcounterparts, each of which shall be deemed an original, but all of

whichtogether shall constitute one and the same instrument. The

captions andheadings are for convenience of reference only and shall

not be used toconstrue or interpret this Agreement. References to any

statute orstatutoryprovisions shall be construed as references to suchstatutes or statutory provision as existing or as subsequently amended or

re-enacted or as is modified in their application by any other statutes or

statutory provision (whether before or after the date hereof) and shall

include any modification or re-enactment thereof and shall include

subordinate legislation or rules made under the relevant statute.

24.16. ENTIRE AGREEMENT

27 |Page


28/45

This Agreement constitutes the entire agreement between the Parties and

supersedes all oral and written representations and agreements between

the Parties including, but not limited to any earlier agreement relating

tothe subject matter thereof or any other agreement between thePartiesinrelation to the subject matter hereof. However, this

Agreement will notrelieve the Parties from their respective rights and

obligations againsteachother arising out of or in connection with any

previousagreement.

IN WITNESS WHEREOF,the above, the respective parties have

signedthis agreement on the dates mentioned.

On behalf of the Franchisee On behalf of Airtel Rwanda

Alex MUGISHA Michael Nii Boye Adjei

___________________________ ___________________________

Managing Director Managing Director

Date: _____________________ Date: ______________________

Witnesses

Names: Brian KIRUNGI

___________________________ ____________________________

28 |Page


29/45

Title: Head of Legal & Regulatory

EXHIBITA

Scope ofWork

1. METHODOLOGY

a)The FRANCHISEE shall provide and

ensure at all times comprehensive

customer services to the said

Customers including but not limited to

business promotion, bill collection, cash

collections, retention,churnmanagement,

handling customer queries and

complaints, pre-paid servicing etc.

FRANCHISEE would also be responsible

forpayment collections.

b)Notwithstanding anything above, the

Customer Base once handed overto

FRANCHISEE can be taken back partly

29 |Page


30/45

and handed over to any other

FRANCHISEE/ newly appointed

FRANCHISEE in the vicinity, by AIRTEL

at its sole discretion for its largerbusinessinterests.

c)In case any AIRTEL Customer, other than

a Customer ofFRANCHISEEsapproaches

FRANCHISEE, then FRANCHISEE

undertakes to providehim all necessary

support and customer services.

FRANCHISEE would beliable to pay

such penalty and/or damages, as may be

prescribed byAIRTEL, in case it is found

that FRANCHISEE was equipped /

empoweredto provide certain service to

such Customer, but failed to doso.

2. OBLIGATIONS OF FRANCHISEE

The obligations of FRANCHISEE under this Agreement are as

mentionedbelow. These obligations can be changed by AIRTEL at its

solediscretionand any and all such changes shall be communicated

to FRANCHISEE inwriting. The said changes shall be binding on

FRANCHISEE from suchdateas may be prescribed byAIRTEL.

A. Sales

a)FRANCHISEE will endeavor to achieve Sales targets of

obtainingsubscriptions for the Services every month in

terms of the targets asspecified by AIRTEL. These targets will be

based on sales andserviceparameters e.g. collection, retention,

audits, ICE scoresetc.

b)The sales performance of FRANCHISEE will be reviewed every

calendarquarter.

30 |Page


31/45

c)If FRANCHISEE fails to achieve the said sales targets setand

prescribed by AIRTEL for 3 consecutive months, AIRTEL reserves

theright to terminate this Agreement forthwith, after giving

noticethereof.

B. Customer Services

d)FRANCHISEE is also expected to improve

its FRANCHISEE Audit scores by co-

operating in improvement action plans as

devised from time to time. In case

FRANCHISEE fails to improve itsFRANCHISEE Audit scores for 3

consecutive months, AIRTEL reserves the

right to terminate this Agreement

forthwith, after giving notice thereof.

e)FRANCHISEE shall ensure a pleasant and

hassle free experience for each Customer.

FRANCHISEE shall endeavor to maintain

relationship with the Customer and ensure

that each Customer is attended promptly

without making him wait for too long.

For this purpose FRANCHISEE shall

adhere to SLA of Queue Management

System wherever installed.

f)FRANCHISEE shall develop and maintain

Customer confidence and satisfaction.

FRANCHISEE shall ensure that each

Customer compliant/ query is handled

effectively within the time-frame, as may

beprescribedbyAIRTEL.

g)FRANCHISEE shall have a follow-up and

escalation mechanism inplaceand have

a regular follow-up on each Customer

31 |Page


32/45

compliant/ query. Itshall be the

responsibility of FRANCHISEE to

immediately escalate toAIRTEL any

complaint/ query that cannot behandled by it within theprescribed time

limit/SLAs.

h)FRANCHISEE shall ensure that

Customer feedback is actively solicited,

recorded and appropriately acted upon.

FRANCHISEE shall alsotrackcustomer

retentions and shall ensure that

appropriate actions are taken to

maximize customerretention.

i)FRANCHISEE shall always ensure

compliance with the customer privacy

policy of AIRTEL, as may be

prescribed from time to time.Also

FRANCHISEE shall not make any

contact with the Customer otherthanforthe purpose of providing services in terms

of this Agreementwithoutprior approval

in writing from AIRTEL. Any violation of

this clausewouldrender this Agreement

liable to be terminated. Any

communication withthe customer will

need to be approved byAIRTEL.

j)In case any complaint is filed by any

Customer against FRANCHISEE,then in

such cases FRANCHISEE shall cooperate

with AIRTEL andprovideall assistance

including submission of all documents

in relation tosaidcomplaint, as may be

required byAIRTEL.

k)FRANCHISEE for the convenience of

32 |Page


33/45

the Customers shall keep its

FRANCHISEE operations open during the

business hours on all daysaftertaking

the requisite permission from theconcerned authority/ies for such

operations in the locality in which

FRANCHISEE is located. In theevent

no such permission can be granted

by the concernedauthority/ies, then

FRANCHISEE shall keep its operations

open during the business hours and

days which are lawful for such operationsinthelocality in which FRANCHISEE is

located and in accordance withindustry

standards.

C. Manpower

Without prejudice to provisions in EXHIBIT COMMERCIAL TERMS 1,

regarding staff, the FRANCHISEE shall employee and recruit adequatestaff to be conversantwith the requisite know-how and knowledge

required for fulfilling obligations of FRANCHISEE under this

Agreement. In case the FRANCHISEE needs anyguidelines from

AIRTEL then the same shall be provided by AIRTEL uponrequest from

FRANCHISEE for this specific purpose. The procedureforrecruitment,

selection and salaries/wages will be exclusive responsibility ofthe

FRANCHISEE. FRANCHISEE shall exercise control and supervision over

its manpower and will take every precaution that there is no violation ofany applicable law. It is clearly understood and agreed between the

Parties that by this Agreement, no relationship of employer and employee

will accrue between the employees of FRANCHISEE and AIRTEL since it

is not intended at all.

D. Training

FRANCHISEE will ensure that its employees and members of its staff

33 |Page


34/45

existing as well as newly recruited are conversant and fully trained with

the jobs to be carried on and skill requirement for the obligations

undertakenbyFRANCHISEE under this Agreement. In case at any

point of timetheFRANCHISEE feels that the employees as engagedand employed byhim need further training, AIRTEL shall provide the

same at the written requestof the FRANCHISEE. The training as

aforesaid shall be for a specified periodand during the training

period AIRTEL will not have any control orsupervision over the

employees of FRANCHISEE and they will be paidtheirsalaries/wages

by FRANCHISEE only during the training period.Whileassigning

the employees for training by AIRTEL, FRANCHISEE will

specifically give names of its employees to AIRTEL with clearundertakingthat merely by imparting of training by AIRTEL, none

of FRANCHISEE employees will claim any relationship of

employer and employeewithAIRTEL or any such employee will

represent to anyone as if he isemployedbyAIRTEL.

E.Administration

a)FRANCHISEE shall maintain proper books of accounts andrecords insafecustody relating to the transactions and bill

collections including receiptsissued for the amount collected

from the Customers and also permitinspection of all

documents thereof to AIRTEL or any other agency duly

nominated byAIRTEL.

b)FRANCHISEE shall open a current a/c in a designated bank as

appointedbyAIRTEL and shall deposit all the cash collected

towards bill payment andnew activation (including security

deposits, if any) in the designatedbankaccount by 12:00 Hrs

the nextday.

c)FRANCHISEEs shall provide a mandate in favor of AIRTEL to

debittheiraccount and transfer the funds on account of cash

collection from itsbanka/c to AIRTEL A/c. Detailed process

note for cash collections to befollowedis listed in SOP attached

to this Agreement asAnnexure1.

34 |Page


35/45

d)FRANCHISEE shall provide periodical reports, returns and other

informationrelating to the business, market conditions, taste

and preferences andsuchother information as may be desired

by AIRTEL in the requisiteformatspecified by AIRTEL in this

regard.

e)The FRANCHISEE shall also give regulardaily/weekly/monthly

feedbacks/forecasts toAIRTEL regarding thedischarge of its

obligations under this Agreement in the form and manneras

prescribed by AIRTEL from time totime.

f)The FRANCHISEE shall maintain sufficient (2 days averagebalance)LAPUbalance to ensure timely posting of customer

payments intocustomer accounts.

g)Besides forwarding all Forms to AIRTEL, FRANCHISEE shall

alsomaintainproper record and details of each and every Form

and shall alsomaintaincopies of the Forms at its end so as to be

available in future forCustomerrelated issues. Such Forms and

documents shall be maintained till instructions to the contrary areissued in writing by AIRTEL. Copies of the same may be called for

by AIRTEL at any time at its sole discretion and it shall be the

responsibility of FRANCHISEE to provide the same within the time

stipulated by AIRTEL. Failure to abide by this clause shall

constitute a material breach of this Agreement.

F. Inventory Management

a)FRANCHISEE shall maintain adequate stocks of SIM Cards and

all other products/ accessories with respect the Services in such

quantity, as may be required to meet FRANCHISEEs business

requirement, FRANCHISEE shall also raise timely orders

and track/ monitor fulfillment of thesame.

b)FRANCHISEE shall maintain sufficient quantity of stock of Point

Of Purchase material or any other printed material,

advertisement material etc., whichisused for the purpose of

35 |Page


36/45

promotion and marketing of theServices.

c)FRANCHISEE shall maintain requisite reports, returns and

otherinformationto ensure accurate and timely documentation

of Stock movement intoandout of FRANCHISEE and monitor &

report any shortages/inaccuraciesimmediately toAIRTEL.

G. Product/Process

a)FRANCHISEE shall ensure that it is always updated on all

relevantProductand Services information ofAIRTEL.

b)FRANCHISEE shall release advertisements in respect of Services

only afterdue consultation and written approval of AIRTEL.

FRANCHISEE shallassistAIRTEL in various promotional

schemes launched by AIRTEL from timetotime and shall

further assist in advertising the Services ofAIRTEL.

c)FRANCHISEE may at its expense promote AIRTELs Services to

existing and potential Customers. All promotional and

advertisement material usedby FRANCHISEE shall identify

AIRTEL by name as the provider of the Services.All

promotional activities relating to AIRTEL shall be

carried out byFRANCHISEE only after obtaining the prior

written approval ofAIRTEL.

H. CustomerVerification

a)FRANCHISEE hereby undertakes to fully comply and ensure full

complianceof each and all orders, directions, etc. of the DoT,

present and future,onand with respect to verification of the

identity of the prospective Customer/sfrom the documents

furnished, at the time of activating the Customers

connection.

b)FRANCHISEE irrevocably agrees and undertakes that prior to

givingtheprospective Customer connectivity to the Services of

36 |Page


37/45

AIRTEL. FRANCHISEE shall collect and ensure that

documents and information relating to theidentity and proof

of address of the prospective Customer/s are in order.Itshall

be the sole responsibility of FRANCHISEE to ensure thegenuinenessofthe Customers as to the particulars furnished

in the EnrolmentFormsincluding addressparticulars.

c)AIRTEL reserves its right to amend the Enrolment Forms and

other Forms tobe completed by potential/existing

Customers, at any time at its solediscretion. It shall be

the responsibility and liability of FRANCHISEE toensure

completeness of the said Forms and FRANCHISEE shall duly sign

andstamp each such form/s to the effect that:

i. Enrolment Form and other Forms have been fully and

completely filled up;

ii.Each/All items of verification have been physically and

completelyverified by FRANCHISEE;

iii.Each/All documents, papers, information pertaining to

verification have been fully and completely seen and true

copies procured byFRANCHISEE;iv.The verification carried out by FRANCHISEE fully complies

witheachand all requirements of DoTs orders, directions

on the subject fromtime to time as also the requirements

ofAIRTEL.

d)FRANCHISEE shall devise an efficient administrative

process for themandatory delivery of Enrolment Forms,

verification documents and allother forms in respect of theServices within 24 hours of the receipt ofsuchforms or within

such time frame as informed by AIRTEL from time totime.

However, it is specifically agreed by FRANCHISEE that in case

where thedocuments are not made available within the time

frame as agreedbetweenthe Parties, FRANCHISEE shall be

liable to pay damages as specifiedbyAIRTEL from time to

time. No connection to the Services shall be activatedby

FRANCHISEE without obtaining the aforesaid relevant

37 |Page


38/45

documents from the Customers and any liability imposed on

AIRTEL due to breach ofthisobligation of FRANCHISEE

shall be the sole liability of FRANCHISEE.Forwarding

/provisioning of the said forms, papers, documents etc.ToAIRTEL shall not in any manner, reduce the above stated

responsibility andliability of FRANCHISEE under thisAgreement.

e)The activation of the Customers and connection to AIRTELs

Services shallbe done by FRANCHISEE as per the rules,

regulations and policies ofAIRTEL. It is specifically agreed

by FRANCHISEE that it will notchargeanything above the

subscription and other charges fixed by AIRTEL.Anydeviation

from the above and breach of the same shall constitute abreach

of this Agreement entitling AIRTEL to terminate this Agreement

in termshereof. In the event of any delay in activation of any

connection beyond48hours due to the fault of FRANCHISEE,

AIRTEL shall debit such amounttowards penalty from

FRANCHISEE as mutually agreed upon. Deduction ofpenalty

shall not limit the liability of FRANCHISEE on account of

anydamages, claimsdemanded/imposeduponAIRTEL.

I. General

a)FRANCHISEE shall always agree to and follow all future

changes inAIRTELbusiness model as may be decided from time

totime.

d)The business of FRANCHISEE shall be directly managed,

administered,controlled and conducted by FRANCHISEE and

the same shall not be sub-delegated to any other

person/party without obtaining priorwrittenapproval of the

authorized representative ofAIRTEL.

e)Based on the instructions of AIRTEL, FRANCHISEE shall also

undertake themarketing and promotion of the products of any

group company/ businessassociate of AIRTEL. ("group

company" being an entity that is underthecommon umbrella

38 |Page


39/45

of Bharti group of companies and/or such of those

companies with which AIRTEL has entered into an Agreement

for thejointpromotion ofbusiness/services).

f)FRANCHISEE shall take Comprehensive General Liability

Insurance" at its own expense whenever AIRTEL deems it

necessary. The insurance policy must coverfor all stock of

goods, Product and infrastructure etc.againstthe risk of fire,

earthquake, theft, fraud etc. In the event of failure to take

insurance policy/renew the policy in time, FRANCHISEE shall

make good for all the actual losses suffered by AIRTEL. In the

event of any loss or misappropriation of funds, it is a mandatory

for FRANCHISEE to deposit the value in question within 24 hours

at AIRTEL cash counter /designated locations even without any

reference to settlement of Insurance claim, whatsoever.

3. RIGHTS AND OBLIGATIONS OFAIRTEL

a) AIRTEL shall provide necessary support in terms of training of

employees/ staff of FRANCHISEE and provide necessaryliterature, documents, papers and specimen reports/

statements etc. to enable FRANCHISEE toperform effectively.

b)AIRTEL shall supply appropriate quantity of Service literature,

POP material, promotional items, etc. AIRTEL and

FRANCHISEE may from time totimealso carry out joint and co-

operative advertisement and other promotionalactivities in

respect of the Services. The budget for such promotional

activities and the ratio of sharing between AIRTEL andFRANCHISEE shallbe intimated to FRANCHISEE.

FRANCHISEE undertakes to fully utilize thebudgeted target

as intimated byAIRTEL.

c)AIRTEL agrees to provide marketing support in accordance

withAIRTELs

Prevalent policies in thisregard

d)AIRTEL will bill its Customers directly for payment of all charges

towardssubscription to the Services and other charges as

39 |Page


40/45

maybe determinedbyAIRTEL from time to time, as per the billing

cycleapplicable

e)AIRTEL reserves the right at its sole discretion to reject any

potentialCustomer(s) who has executed the Customer Enrolment

Form (SEF)withoutassigning any reason,whatsoever.

EXHIBIT -B

INFRASTRUCTURE SPECIFICATIONSAND COST

1. AIRTEL shall install the infrastructure facilities/ material

(includinghardwareand software) at the LicensedPremises.

2. To enhance the customer experience and for standardization

purposes,AIRTEL shall install the infrastructure facilities/

material (includinghardwareand software) at the Licensed

premises. The FRANCHISEE shallberesponsible for

installing and or providing a water cooler for serving freshwater

to the customers visitingFRANCHISEE

4. FRANCHISEE shall also at its own cost install and

maintainbasicinfrastructure facilities such as requisite

40 |Page


41/45

telephone connection(s), faxmachine/s, computers, e-mail

facility, office stationary, safe vaults and such other

equipment/facilitiesas deemed fit and necessary by AIRTEL

andintimated to FRANCHISEE from time to time. FRANCHISEEshall alsoprocure, install and/or make modifications/

alterations insuchequipment/infrastructurefacilities, as may be

intimated by AIRTEL toFRANCHISEE from time to time for

efficient and proper performance ofitsobligations under this

Agreement or for standardization purposes.

5. AIRTEL shall additionally provide for the cost of up-gradation of

theshowroom at the Licensed Premises viz. Capital ExpenditureCost(CAPEX)with respect to flooring, ceiling, electrical, furniture,

branding work andsuchother cost as AIRTEL may decide from

time to time for the purposeofstandardization of FRANCHISEE

across Rwanda provided FRANCHISEEhasalready invested in

the infrastructure facilities/material as mentioned inclause 1

above.

EXHIBIT C

COMMERCIAL TERMS

1.All payments between the Parties shall be governed and

shall be in accordance with the commercial terms mentioned in

this Exhibit.Thesecommercial terms are liable to change after both

parties agree and all such changes shall be communicated in form

of meeting minutes.The said changes shall be binding on both

41 |Page


42/45

parties from such date asmaybe prescribed from the meeting

proceedings.

2.PAYMENT TERMS AND OBLIGATIONS OF FRANCHISEE

2.1. FRANCHISEE shall undertake to ensure the following Duties:

2.1.1.Effective April 2017, the FRANCHISEE shall undertake to pay 50% of

rent and 100% for utilities.

2.1.2.Effective April 2018, the FRANCHISEE shall undertake to pay 100%

of operational costs.

2.1.3.Adhere to monthly targets as set by Airtel and approved by the

Franchisee;2.1.4.Train staff regularly to harness the customer service interface and

experience.

2.1.5.Cover a royalty payment of 12% to be paid to Airtel on Net Margin as

from November 2018.

3.PAYMENTS AND OBLIGATIONS BY AIRTEL

3.1. Airtel shall continue to make 100% payment for staff remuneration,

rent, security and utilities until March 2017.

3.2. AIRTEL shall pay the commission and/or incentives and impose

penalty/ies, as the case may be; on FRANCHISEE as per Payout

Guidelines as mentioned below:

3.2.1.AIRTEL shall ensure that all payment due to FRANCHISEE

inaccordancewith this Exhibit shall be made within 21 days

from the date of receiptofthe requisite bill from FRANCHISEE

and Service tax will be paid extraas applicable.

3.2.2.Airtel will pay 12% commission to paper recharge, 14%commission to Electronic Recharge and retail margin on Airtel

money as per Airtel Money tariff.

3.2.3.A 50% commission on Usage revenue for postpaid or on total

revenue for a new Hybrid account will be paid to Franchisee. This

commission will be paid in 3 equal installments and within 90

Days from the date of account Activation. This is to guarantee

quality activations under this scheme.

3.2.4.Airtel to pay 10% Commission to Franchisee on all bad dents

collected in the region of operation.

42 |Page


43/45

3.3. In addition to the covenants stated hereinabove, AIRTEL shall

have the right within 7 days at its own discretion to adjust

against outstanding payments to FRANCHISEE, any amount

owed by FRANCHISEE to AIRTEL either under this Agreement or

otherwise as well as all costs, charges expenses and losses

incurred/sustained by AIRTEL and recoverable from

FRANCHISEE in terms of this Agreement.

43 |Page


44/45

Annexure1

Administrationof CashCollections

All cash payments collected by FRANCHISEE towards bill payment

andactivationshall be managed in followingmanner;

a.FRANCHISEE shall open a bank account in a bank as

designated byAIRTEL.This is not required if FRANCHISEE

already have an account inthedesignatedbank.

b.FRANCHISEE shall deposit the amount collected in Airtel account

and send the proof by mail or courier toAIRTEL

c.FRANCHISEE shall deposit the daily cash collection of bill

paymentandactivation in the said bank a/c next day by 12:00

Hrs without fail.i.e.FRANCHISEE shall deposit Day-0 cash

collections on Day-1 by 12:00Hrs.

d.In case of a bank holiday, FRANCHISEE weekly off, public

holiday cashwillbe deposited on the next working day. e.g. cash

collection of Saturday and Sunday shall be deposited on

Monday

e.Based on AIRTELs advice designated bank shall transfer the

fundsfrom the FRANCHISEE A/c to AIRTEL A/c and provide a

list of successfulandunsuccessfultransactions

f.It is the duty of FRANCHISEE to ensure that currency notes

should notbesoiled/torn/fake and AIRTEL or designated bank

shall not beresponsiblefor such currencynotes.

g.Any deviation in the above process shall have to be approved by

CircleFinance Head as per the bankingguidelines.

ActivitySchedule

Day Activity Actionee

44 |Page


45/45

Day-Cash received by FRANCHISEE fromFRANCHISE

Day-

1

AIRTEL generates the cash collection

reort and sendsitto bank for debitin

AIRTEL

Da-Cash deosited b FRANCHISEE beforeFRANCHISE

Da-Bank debits the amount and sends theBank