SERVICE FRAME AGREEMENT

For

Core Network Swap Project

By

Orange Egypt for Telecommunications

S.A.E

And

the Second Party Technologies (Egypt)

Co., Ltd.

[the Second Party Contract Number: XXX]

Date: 2020

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1 Service Frame Agreement
Index
Preamble.....................................................................................................................9
ARTICLE 1.................................................................................................................10
Definitions.................................................................................................................10
ARTICLE 2.................................................................................................................12
Scope of Agreement................................................................................................12
ARTICLE 3.................................................................................................................13
Term and Duration...................................................................................................13
ARTICLE 4.................................................................................................................13
Obligations of the First Party..................................................................................13
ARTICLE 5.................................................................................................................13
Obligations of the Second Party.............................................................................13
ARTICLE 6.................................................................................................................14
Prices and Payment.................................................................................................14
ARTICLE 7.................................................................................................................14
Taxes.........................................................................................................................14
ARTICLE 8.................................................................................................................15
Purchase Orders......................................................................................................15
ARTICLE 9.................................................................................................................15
Installation................................................................................................................15
ARTICLE 10...............................................................................................................16
Acceptance tests......................................................................................................16
ARTICLE 11...............................................................................................................18
Code of Conduct......................................................................................................18
ARTICLE 12...............................................................................................................18
Default, Termination and Consequence of Termination.......................................18
ARTICLE 13...............................................................................................................19
Indemnities and Liability.........................................................................................19
ARTICLE 14...............................................................................................................20
Penalty.......................................................................................................................20
ARTICLE 15...............................................................................................................20
Force Majeure...........................................................................................................20
ARTICLE 16...............................................................................................................21
Intellectual Property Rights.....................................................................................21

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2 Service Frame Agreement
ARTICLE 17...............................................................................................................22
Confidentiality..........................................................................................................22
ARTICLE 18...............................................................................................................23
Delegation of Personnel..........................................................................................23
ARTICLE 19...............................................................................................................24
Subcontracting.........................................................................................................24
ARTICLE 20...............................................................................................................24
Assignment...............................................................................................................24
ARTICLE 21...............................................................................................................24
Nature of the relationship........................................................................................24
ARTICLE 22...............................................................................................................24
Entire Agreement & Modification............................................................................24
ARTICLE 23...............................................................................................................25
Severability...............................................................................................................25
ARTICLE 24...............................................................................................................25
Non-Waiver...............................................................................................................25
ARTICLE 25...............................................................................................................25
Notifications and communication...........................................................................25
ARTICLE 26...............................................................................................................26
Law and Jurisdiction................................................................................................26
ARTICLE 27...............................................................................................................27
Execution Authority.................................................................................................27
ARTICLE 28...............................................................................................................27
Counterparts.............................................................................................................27

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3 Service Frame Agreement
 Annexes

Annex (S1): Project Management Proposal

Annex (S2): Service Technical Proposal

Annex (S3): Classical Assurance Solution Service Proposal

Annex (S4): Training Proposal

Annex (S5): Responsibility Matrix

Annex (S6): Response to O&M Requirements

Annex (S7): Price Book

Annex (S8): Acceptance Proposal

Annex (S9): Variation

Annex (S10): Code of Conduct

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4 Service Frame Agreement
 Framework Agreement
On XXXX this Agreement (The "Agreement") is entered into by and between:
1 Orange Egypt for Telecommunications S.A.E ,a joint stock
company, duly incorporated and validly existing under the laws of
Egypt, commercial registration number 2231, 6th of October, having its
offices located at 2005 (c) Nile City Towers, Ramlet Bulaque, the north
tower, Cairo Egypt.

)”The "First Party" or "ORANGE(

2 Huawei Technologies (Egypt) Co. Limited , a limited liability

company, duly incorporated under the laws of Egypt, commercial
registration number 64416 (Cairo), Tax ID 200-232-843, and having its
offices located at Building (B) 2215 Smart Village, Alexandria Desert
Road-Giza, Cairo, Egypt.

)”The "Second Party" or “Huawei(

Herein also collectively known as the “Parties” and individually as the “Party”

Preamble

WHEREAS,
1) The First Party is the leading GSM Operator in Egypt.
2) The First Party and (Huawei International Co. Ltd. & Huawei Technologies
Co. Ltd.) agreed to enter into an Equipment Supply Contract and Software
Supply contract for the supply of hardware and software equipment (the
"Equipment") dated XXX with Contract No. XXX & XXX ("Equipment Supply
Contracts")
3) The First Party and the Second Party agreed that the latter shall provide
the Services required by the First Party to put the Equipment into the Network
under the terms and conditions of this Agreement.

And after the declaration of Parties will and rightful Legal capacity, the Parties
have jointly agreed to enter into this Agreement with the following terms and
conditions:

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5 Service Frame Agreement
 ARTICLE 1
Definitions
Acceptance Shall mean the Individual Acceptance Certificate and the
Certificates Final Acceptance Certificate according to Annex (S8).
Acceptance Shall mean the Individual Acceptance Tests and the Final
Tests Acceptance Test as per Annex (S8).
Affiliate Shall mean any entity in which either Party holds direct or
indirect control, meaning that the Party has the ability to
determine the management policies of a that entity through
ownership of a majority of shares, by control of the board
of management, by agreement or otherwise.
Agreement Any reference herein to an agreement means this
Agreement in addition to the Preamble and all annexes
attached hereto.
In case of discrepancy between the terms and conditions
provided in the numbered Articles of this Agreement on
one side and any Annex on the other side, the Annexes
shall prevail.
Competitor Any party, person or entity operating in the same field of
business of the First Party.
Confidential The term Confidential Information shall be including but not
Information limited to all information, knowledge and data disclosed at
any time by a Party to the other Party pertaining to a
Party’s proprietary products and processes, ingredients,
recipes, ideas, findings, concepts, techniques, know-how,
business plans, inventions, designs, methods, systems,
improvements, materials, customer lists, supplier lists and
database of any kind, technical, financial, commercial or
industrial information and other business secrets, as well
as any other information pertaining to the business of that
Party regardless of its form or format and whether or not
marked with any proprietary notice or legend when the
disclosure takes place.
Confidential information shall not be the information that is
either (i) publicly known (ii) that the Receiving Party may
prove that it was in its possession by legitimate means
before the said information was provided by the Disclosing
Party (iii) that has been massively revealed without any
limitation by its legitimate creator (iv) that is required by law
or a court order to be disclosed in response to a valid court
order or a valid order from another governmental body in
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6 Service Frame Agreement
 Egypt or any political subdivision thereof, provided that the
Receiving Party gives the Disclosing Party, where
practicable, prompt notice of the receipt of such
requirement in order to permit the Disclosing Party to seek
to interpose an objection or obtain an order preventing or
affecting such disclosure.
All documents, data, information or otherwise exchanged
by the Parties or to which a Party may have access to
while visiting the premises of the other Party shall be
considered as Confidential Information.
Day Means a calendar day of the Gregorian calendar.
Deliverables Shall mean tangible or intangible goods to be provided by
either Party to the other for the purpose of performance of
such Party’s obligations under this Agreement, including
but not limited to equipment operation manuals, technical
pamphlets, catalogues, advertising materials,
specifications and all other materials in relation to the
Services, either in hard copy or in any electronic form.
Disclosing Shall be either of the Parties when, under the terms of this
Party Agreement, it is the Party that communicates the
Confidential Information to the other Party.
Duration Shall have the meaning as defined in Article 3.
Effective date This Agreement shall be effective on XXXX.
Equipment Shall be the hardware, software, materials and
components to be supplied under the Equipment Supply
Contract and installed, tested and used under this
Agreement.
Event of Shall have the meaning as defined in Article 12.
Default
Force Majeure Shall have the meaning as defined in Article 15.
Intellectual Shall mean any registered and unregistered intellectual
Property property rights, such as but not limited to patents,
Rights supplementary protection certificates (SPCs), designs,
trademarks, plant certificates, drawings, specifications,
manuals, documents, processes, data, semi-conductor
layouts and corresponding applications, as well as
copyrights, know-how and trade secrets.
Network Shall mean the network connecting the Equipment by
which the First Party operates its telecommunication
system.

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7 Service Frame Agreement
Receiving Shall be either of the Parties when, under the terms of this
Party Agreement, it is the Party that receives the Confidential
Information or the Intellectual Property of the other Party.
Project Shall refer to the First Party's Core Network Swap Project.

Services Shall mean the services stated in Article 2 of this

Agreement and in the Annexes.
Site Shall mean the place where the Equipment is to be
installed and put into operation and where the Services
shall be provided under this Agreement.
Working Day Shall have the meaning of a full working day from 9 AM to
5 PM, Cairo, Egypt local time, Sunday to Thursday, save
for public holidays and days recognized by the First Party
as non-working days and for the days recognized by Banks
in Egypt as non-working days.

The titles of paragraphs and Articles in this Agreement are used to make the
Agreement easier to read but may in no case be used as a guide for
interpretation or affect its meaning. Also, should a difficulty in interpretation
arise between any of the titles or any of the clauses that constitute the
Agreement, the titles shall be deemed not to exist.
The Singular shall also include the plural and vice-versa, where the context so
requires.
The use of the words "herein", "hereof, "thereof”, "hereinafter", "hereinabove",
and other words of similar import shall be deemed to refer to this Agreement
as a whole and not to a specific section, subsection, or paragraph thereof.

ARTICLE 2
Scope of Agreement
Upon the terms and conditions set forth in this Agreement, the Second Party
shall provide to the First Party the Services described in the Annexes,
including but not limited to the following:
a) Planning, Site survey, project management, installation, Acceptance
Test to put the Equipment into Network and other services specified in
Annex (S7); and
b) Technical assistance, maintenance and services for the
hardware/software as detailed in Annex (S3); and
c) Training programs subject to the requirement of the Project in
accordance with Annex (S4).

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8 Service Frame Agreement
 ARTICLE 3
Term and Duration
The period of validity of this Agreement shall be effective from May 1st, 2020
and shall end on Dec 31st, 2022 (the "Duration"). Such period may be
extended by virtue of the mutual written consent of the Parties.

ARTICLE 4
Obligations of the First Party
4.1 The First Party shall pay the price as provided in Article 6 for the
Services rendered by the Second Party.
4.2 The First Party shall be responsible for inland transportation and
warehousing.
4.3 The First Party shall comply with the responsibility matrix defined in
Annex (S5). In case of failure or delay in meeting any of its fundamental
responsibilities, the First Party shall entitle the Second Party to
postpone its responsibilities that was directly affected by such proven
delay or failure correspondingly.

ARTICLE 5
Obligations of the Second Party
5.1 The Second Party shall provide the First Party with the Services as this
Agreement, its Annexes and the purchase orders issued by the First
Party, in case of any discrepancy, the Agreement shall prevail
5.2 The Services supplied by the Second Party must:
5.2.1 Be in accordance with the specifications described in the
Annexes;
5.2.2 Be provided diligently, in a timely manner, with reasonable skill
and care and using suitably skilled and appropriately experienced
personnel;
5.2.3 Be provided in accordance with best industry practice; and
5.2.4 Not infringe the rights of any third party or cause the First Party to
infringe any such rights.
5.3 Any person authorized by the First Party shall be entitled, subject to a
five (5) Days’ written notice, to inspect work being undertaken in relation
to the Services at all reasonable times at the Site, but in no case shall
such inspection relieve the Second Party of any liability under this
Agreement.
5.4 The Second Party shall provide the Services with all due diligence.

ARTICLE 6
Prices and Payment
6.1 The Second Party shall provide the Services according to the prices list
set forth in Annex (S7).

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9 Service Frame Agreement
6.2 The prices of the Services are quoted in Euros (EUR) and shall be paid
in Egyptian Pounds (EGP) according to the Central Bank of Egypt rate
at the time of payment.
6.3 Sixty (60%) percent of the total value of the Services for each site shall
be paid by the First Party to the Second Party by Telegraphic Transfer
(hereinafter referred to as "T/T") within sixty (60) days upon
presentation by the Second Party to the First Party of the following
documents:
- One (1) original of the commercial invoice, and
- Individual Acceptance Certificate for the relevant site issued in
accordance with this Agreement.
6.4 Forty (40%) percent of the total value of Services of each site shall be
paid by the First Party to the Second Party by T/T within Sixty (60) days
upon presentation by the Second Party to the First Party of the following
documents:
- One (1) original of the commercial invoice, and
- Final Acceptance Certificate for the relevant site issued in
accordance with this Agreement.
6.5 All payment shall be made by bank transfer to the Second Party's
following bank account:

Beneficiary Name：the Second Party Technologies (Egypt) CO., LTD.

Bank Name：Commercial International Bank (Egypt) S.A.E.
Swift Code ：CIBEEGCX119
Bank Address ：B219/F22 Financial District, Smart Village, Cairo Alex,
Desert Road Egypt.
Bank Account No. ：100031883126
Currency ：EGP
6.6 the First Party acknowledges that if it shall require major changes in the
scope of Services, the Second Party reserves its right to adjust the
Services price accordingly. Such adjustment will be treated as a
modification of this Agreement as per Article 22 and subject to a
separated amendment in writing and signed by Parties.
6.7 All payments to be made by the First Party to the Second Party under
this Agreement shall be made without any set-off, except for penalty
claim confirmed by Parties. the First Party shall notify the Second Party
in writing to submit relevant credit note of such penalty claim within
thirty (30) calendar days from receipt of the First Party's notification.
Failure of the Second Party to submit the credit note within the specified
period will entitle the First Party to set-off the penalty claim amount
against the Second Party's due payment.

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10 Service Frame Agreement
 ARTICLE 7
Taxes
7.1. By virtue of the applicable Egyptian laws and administrative decisions,
the Second Party and the First Party shall each bear its own taxes,
duties and social insurance, deriving out of the execution and
implementation of this Agreement. All quoted prices include sales
taxes / withholding taxes. No extra amounts will be added on the agreed
prices except where one Party borne any costs which are borne in
nature by the other Party.
7.2. All payments to be made by the First Party to the Second Party under
this Agreement shall be made free from and clear of any taxes
deduction, except that the First Party is legally required to make taxes
deduction in favor of the Second Party. Accordingly, if the First Party
deducts some taxes, any government levies and/or dues directly from
the Second Party, to the benefit of the taxes authorities and other
government entities according to the Egyptian laws, the First Party shall
handover the Second Party all related receipts and certificates
evidencing such payments in favor of the Second Party.

7.3. In case the rate of Sales Tax is increased, or decreased, or abolished,

or a new Sales Tax is in force which shall be included into the Prices, or
any change in interpretation or application of such Tax occurs in the
course of the performance of the Agreement, an equitable adjustment of
the Price shall be made to address such change to protect Parties from
detrimental impact and such adjustment shall be agreed by Parties
therein, if any.

ARTICLE 8
8.1 Purchase Orders and Implementation Schedule The Second Party shall
render the Services according to the purchase orders placed by the
First Party. No Service shall be offered without or beyond the purchase
orders issued by the First Party and accepted by the Second Party as
per the present Article.
8.2 Unless otherwise agreed by the Parties in the purchase order (PO),
each purchase order for Services issued during the Duration of this
Agreement shall be governed by the terms and conditions of this
Agreement, and its Annexes; this Agreement’s terms and conditions
shall be incorporated by reference in each respective PO. In case of any
discrepancy between the PO, this Agreement and the Implementation
Schedule, this Agreement shall prevail. The purchase orders shall be
used solely for ordering purposes and nothing contained in the
purchase orders shall modify or supplement the terms and conditions of
this Agreement. Any additional or preprinted terms or conditions on the
applicable purchase order shall be null, void and without effect unless
agreed to in writing by an authorized representative of the Second
Party.
8.3 All purchase orders shall be sent in soft copies by email, and shall be
deemed accepted by the Second Party if the First Party has not
received any comments from the Second Party within two (2) Working
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11 Service Frame Agreement
 Days as of the receipt of the purchase order by the Second Party. Such
acceptance shall be considered as an unconditional approval of the
terms of the purchase order by the Second Party. An acceptance on
different terms shall be treated as a counter-offer by the Second Party,
not binding the First Party unless the different terms are being
incorporated in a new purchase order. For any PO cancel or PO
amendment agreed by both parties, the First Party shall send email to
confirm the PO status for further process.
8.4 During the term of this Agreement, the Parties hereto shall perform
their respective obligations strictly in accordance with this Agreement,
the corresponding PO and its implementation schedule. Delays or
defaults due to circumstances which are attributable directly to the
First Party causing the Second Party a delay shall entitle the Second
Party to postpone any of its undertaking to such an extent as is
reasonable having regard to all circumstances.
8.5 the First Party shall continuously keep the Second Party informed in
writing, about any and all delays or risks for delays during the
implementation of the Service that may directly affect any or all
milestones or any of the Second Party's activities in the relevant
schedule. Such information shall include the cause for delay, the
expected duration of the delay and the actions taken or proposed by the
First Party to minimize the effects to the Second Party.
8.6 Should the First Party fail to meet or be delayed in meeting any of its
responsibilities set forth in Annex (S5): the Second Party Responsibility
Matrix, then the First Party shall entitle the Second Party to postpone its
responsibilities directly affected by such failure or delay
correspondingly, unless such delay was for reasons not attributed to the
First Party.

ARTICLE 9
Installation
9.1 In order to facilitate the progress of the installation and testing of the
Equipment, the Parties shall perform their respective duties strictly in
accordance with Annex (S5) and Annex (S2). Each Party shall bear its
own cost incurred due to its own performance herein.
9.2 If requested by the Second Party, the First Party shall facilitate the
Second Party to conduct provisional site survey, prior the installation, to
ascertain the actual dimension, size, or quantities of installation
materials so as to meet the needs for installation of the Equipment
("Site Survey"). Upon completion of the Site Survey, the Second Party
shall be entitled to make corresponding adjustments on the installation
materials, with no increase or decrease in price set forth under this
Agreement.

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12 Service Frame Agreement
9.3 Without prejudice to the responsibility matrix stated in Annex (S5), the
installation shall be carried out after the Site is ready for the installation,
like the construction of the related infrastructure has been finished by
the First Party. In order for the Second Party to be able to deliver the
Services, the First Party if required :
a. obtain the necessary authorizations from the relevant Egypt
authorities, permits, approvals and licenses for the timely
delivery of the Services;
b. use its reasonable efforts to assist the Second Party in
obtaining all other permits, approvals and/or authorizations
which may be required by the Egyptian authorities or public
service undertakings that the Second Party is required to obtain;
c. Make available and give full access to required Sites and other
facilities, subject to a 5 (five) Working Days’ notice in
accordance with the time schedule to be agreed upon.
d. Keep and insure that the building were Equipment are kept,
complies with the Second Party’s requirements and is made
secure and fit for the Equipment installation.
e. Provide the electrical and mechanical fittings, and keep the
electric current, water and air conditioning in full operation.
9.4 the First Party shall notify the Second Party in writing upon the
completion of preparation for the Site. The Second Party shall be
allowed to inspect the Site to verify that it complies with the relevant and
necessary environmental required specifications. If any delay results
from the Site not complying with the environmental specifications, the
time schedule to be agreed upon may be extended or postpones
accordingly.
9.5 The Second Party's employees shall be allowed by the First Party to
access the Sites to conduct the installation and tests upon notifying the
First Party five (5) Working Days prior the visit. The installations shall be
implemented in accordance with Annex (S2).

ARTICLE 10
Acceptance tests
10.1 The acceptance procedure will be strictly carried out according to Annex
(S8): Acceptance Proposal.
10.2 In case minor defects occurred which do not impede the normal
operation of the Equipment ("Minor Defects"), the Acceptance
Certificates shall be issued despite such deficiencies. However, such
defects shall be recorded in the Acceptance Certificates and the same
shall be rectified by the Second Party within fifteen (15) Days.
10.3 In case of major defects which impede the proper operation of the
Equipment ("Major Defects") occurred due to the fault of the Second
Party, the Acceptance Tests shall be postponed. The Parties shall
agree to a schedule of a new Acceptance Test to be conducted
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13 Service Frame Agreement
 corresponding to the actual situation. The new Acceptance Test shall be
completed within thirty (30) Days after the date of resolving/fixing the
major defect, unless otherwise agreed in writing by the Parties. The
Second Party shall resolve/fix the Major Defect within 30 (Thirty) Days
and take effective measures to achieve the technical performances in
the new Acceptance Test. In case the Second Party failed to resolve the
defects on time as stated in Annex 2, the Second Party shall be subject
to the penalties as per Annex 2.
10.4 The Second Party shall be responsible to rectify, at its costs, the
inherent defects of the Equipment during the tests and the trial run
period. The Second Party's personnel shall be entitled to use the spare
parts delivered with the Equipment and provided that it will replace the
spare parts thus used, free of charge, within a maximum of (4) four
weeks (excluding the custom clearance period) and given that the spare
parts are not required for the project launch. For the avoidance of doubt,
the Second Party shall be fully responsible of all the Equipment
installation and technical issues until the complete final acceptance,
without any reservations.
10.5 The Individual Acceptance Certificate shall be issued before the
commercial launch, while the Final Acceptance Certificate shall be
issued within one month after commercial launch.
10.6 Additionally, in case the Second Party fails to resolve/fix the Minor or
Major Defects as per Articles 10.2 and 10.3, the Second Party shall fully
replace the equipment (HW or SW) within sixty (60) Days.
10.7 In case the failure of the Acceptance Test is not attributable to the
default of the Second Party to one of its responsibilities under this
Agreement, the issuance of the Individual Acceptance Certificate shall
not be withheld or delayed for more than ninety (90) Days and the
issuance of Finale Acceptance Certificate shall not be withheld or
delayed for more than one hundred eighty (180) Days from the date of
the arrival of the Equipment at its designated destination under the
Equipment Supply Contract , unless the First Party had communicated
the delay to the Second Party. Such cases includes the failure of the
Acceptance Tests, including but not limited to;
a. the Sites are not ready for the installation of the Equipment;
b. The transmission lines, which are not part of the scope of work
of this Agreement, are not available.
10.8 If the Equipment has passed the Acceptance Tests and the test
documents have been issued by the representatives of both the Second
Party and the First Party, the First Party shall forthwith issue the
Acceptance Certificates to the Second Party thirty (30) days a month
after the end of each test period. If the First Party withholds or delays
the issuance of such certificates despite the fact that the Equipment has
passed the respective Acceptance Tests, the Equipment shall be
deemed to have satisfactorily completed and passed the Acceptance
Tests and the Acceptance Certificates shall be issued by the Second

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14 Service Frame Agreement
 Party independently. In such case, the date of Acceptance Tests shall
be the date of the Acceptance Certificates.
10.9 Acceptance tests shall be undertaken before the commercial launch. If
the First Party puts the Network or any parts thereof where the
Equipment is embedded into commercial operation, the Equipment shall
be deemed to have satisfactorily completed and passed the Acceptance
Tests and the Acceptance Certificates shall be issued by the Second
Party independently. In such case, the date of commercial operation
shall be the date of the Acceptance Certificates.
10.10 If the Parties disagree on whether or not the Equipment complies with
all technical standards or if there are any disputes arising from the result
of the Acceptance Tests between the Parties, a third independent party
shall be appointed mutually by the Parties hereto to conduct an
acceptance test so as to confirm the Equipment fulfills or not the
technical requirements stipulated in the Technical Proposal herein.
10.11 the First Party shall respond to the proposed Acceptance Tests,
Acceptance Tests requirements and the documents to be accepted by
the First Party in a timely manner without undue delay.
10.12 Should the First Party's representatives fail to attend the tests on the
date previously agreed upon by the Parties, without prior consent of the
Second Party, the Second Party shall notify the First Party at least 2
times by a virtue of a written notice within a period of 3 weeks, if the
First Party did not respond to the 2 notices, the Second Party may
proceed with the tests and the tests shall be deemed to have been
made in the presence of the the First Party’s representatives. In such
case the relevant Acceptance Certificates shall be issued and executed
by the Second Party alone and shall be deemed to have been signed by
Parties.
10.13 Acceptance Tests and trial run shall be carried out in respect of each
site, according to Annex (S2). The present article shall apply to each
site individually and the Acceptance Tests shall be issued accordingly.

ARTICLE 11
Code of Conduct
Each Party hereby undertakes to abide by the First Party rules, regulations,
and Code of Conduct (Annex 10). The default in adhering to the said
obligation will be considered a breach of contract according to this Agreement

ARTICLE 12
Default, Termination and Consequence of Termination
12.1 the First Party may at its sole discretion terminate this Agreement either
in whole or in part by virtue of written notification six (6) months before
the date of termination to the other Party, without any need for a Legal
or Judicial intervention. The termination of this Agreement for any
reason will not affect any issued PO prior to this termination unless it is
cancelled before delivering the Service.
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15 Service Frame Agreement
12.2 This Agreement may be immediately terminated by either Party in the
event of the occurrence of an Event of Default which, if applicable of
remedy, has not been remedied within thirty (30) Days from the receipt
of a written notice issued by the non-defaulting Party.
12.3.1 The following shall constitute events of default ("Event of
Default") entitling the non-defaulting Party to terminate the
Agreement as per article 12.2 The filing of a voluntary petition of
bankruptcy or insolvency or a petition for reorganization by
either Party or the admission by either Party that it is unable to
pay its debts as they become due and the failure to vacate,
within ninety (90) Days from the date of entry thereof, any order
approving an involuntary petition by either Party;
12.3.2 The failure of either Party to perform, keep or fulfill any of the
warranties, covenants, undertaking, obligations, standards, or
conditions that are considered material in substance as set forth
in this Agreement, unless such failure is due to an event of
Force Majeure as defined in Article 15;
12.3.3 Either Party’s actions exposing or threatening to expose the
other Party to any liability, obligation, or violation of the
applicable law;
12.3.4 In case of change of control that results directly or indirectly (i) in
the majority of the Second Party’s capital and/or voting rights
exercisable at general meetings being held by a the First Party
Competitor or (ii) a the First Party Competitor has the power to
direct the direction of management, the composition of its board
of directors or equivalent body, commercial policies of the
Second Party, whether by contract or otherwise.
12.3 In case of termination of this Agreement, the Parties shall settle within
ninety (90) Working Days any dues in accordance with the terms of the
Agreement and its Annexes hereof.
12.4 In case of termination of this Agreement, the Confidential Information
shall be returned or destroyed as per Article 17.6.
12.5 Termination of this Agreement shall be without prejudice to any of the
rights, remedies or obligations of the Parties existing at termination
including, but not limited to, the right to take action in respect of the
circumstances giving rise to termination and the obligation to pay any
sums due and/or payable hereunder.

ARTICLE 13
Indemnities and Liability
13.1 Before the commercial launch, the Second Party shall be responsible
for the equipment related to this Agreement scope end to end until the
First Party takeover the responsibility upon the final acceptance. After
the commercial launch, the Second Party shall be held responsible for
direct damages, and expenses or costs directly related to the
goods/services that might arise from gross negligence, willful
misconduct or criminal action committed by the Second Party. the
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16 Service Frame Agreement
 Second Party shall not be liable for any indirect, consequential or
punitive damages (including lost profits or savings) for any cause or
action whether in contract.
13.2 The Second Party shall fully indemnify and hold the First Party
harmless, from all and any direct losses, damages, claims, demands,
suits, actions of any nature including but not limited to Legal and /or
judicial actions, infringement of copyrights, patent or any unlawful use of
such material provided, administrative capture and seizure, all costs and
expenses, claims or accusations of infringement, arising from or
resulting of the execution of this Agreement by the Second Party. The
Second Party at its owns expense, shall bear all costs and losses
resulting from such unlawful acts, infringements, in addition to any other
rights and remedies as mentioned herein and/or stated by law.
13.3 The Second Party shall finally settle with the claimant(s) such
dispute(s), provided that no extra cost, expenses, damages or
indemnities shall be incurred by the First Party. The Second Party
hereby undertakes that such settlement will not alter by any means any
of the First Party’s mentioned herein rights.
13.4 The obligation of the Second Party under this article shall be effective
as from the effective date of this Agreement and shall continue as long
as any allegedly infringing item is being used in connection with the
services provided under this Agreement.
13.5 In case of claim from a third party, the First Party shall promptly provide
written notice to the Second Party. the First Party shall reasonably
cooperate with the Second Party to facilitate the settlement or defense
of such claim at the Second Party’s expense. The Second Party shall
have sole control over the defense and settlement of any claim.
Notwithstanding the foregoing, the Second Party must obtain the First
Party's prior written consent to the resolution or settlement of the claim
in the event the proposed resolution or settlement: (i) imposes liability
on the First Party; (ii) requires the First Party to admit fault; or (iii)
requires the First Party to pay money damages to the third party. If a
claim is settled, neither Party will publicize the settlement and will make
every effort to ensure the settlement agreement contains a non-
disclosure provision.
13.6 Notwithstanding any other provision in this Agreement, the total liability
of the Second Party for any and all claims under this Agreement,
whether in contract, infringement or tort (including negligence) or
otherwise, arising out of, connected with, or resulting from the
manufacture, sale, license, delivery, repair, replacement or use of any
equipment or the furnishing of any service shall not exceed 10% of the
price of the Services which occasioned or caused such loss or damage.
This limitation shall not apply in case of evidenced gross negligence or
willful misconduct causing bodily injury or death, and/or damage to
property of the First Party or in case the Second Party's liability results
of an Intellectual Property Infringement. In such cases, the Second
Party shall be fully liable for compensation to the First Party.

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17 Service Frame Agreement
13.7 Notwithstanding any other provision in this Agreement, no Party and/or
its employees, agents and subcontractors shall be liable to the other
Party or its employees, agents or subcontractor, for any indirect or
consequential losses or damages, including but not limited to loss of
profit or revenues, loss of goodwill or reputation, loss of data or
information, loss of interest, downtime loss, cost of interrupted operation
of the Network, arising under or in connection with this Agreement,
13.8 Unless provided otherwise in this Agreement, all rights and remedies
are cumulative and, are not exclusive of any rights or remedies provided
by law. Neither party shall be liable to the other party for accumulated
direct damage.

ARTICLE 14
Penalty
14.1 In case the performance of the Services is delayed from the time
schedule agreed upon, and such delay is not attributable to the First
Party, the First Party shall have the right to a penalty from the Second
Party amounting to the sum of zero point five percent (0.5%) of the price
of the delayed Service for every week of delay.
14.2 However, for avoidance of doubt, the overall cap to the penalty for
delayed Services shall not exceed ten percent (10%) of the total price of
the delayed Service.
14.3 In case of delay caused by a Force Majeure as per Article 15, the
penalty under the present Article shall not apply.
14.4 The payment of the penalty as per the present Article shall not relieve
Parties from performing their obligations arising out of this Agreement.
14.5 As per article 6.7 of this Agreement, the First Party reserves its right to
set off the amount owed by the Second Party as penalty against any
dues under this Agreement

ARTICLE 15
Force Majeure
15.1 For the purpose of this Agreement, Force Majeure means an event
which is beyond the reasonable control of the affected Party, that may
not have been reasonably foreseen and that greatly impacts the
affected Party performance of its obligations.

15.2 Such circumstances may include but shall not be limited to acts of GOD
Almighty, war, whether declared or not, riot, civil disorder, earthquake,
fire, explosion, storm, flood or other adverse weather conditions, strike,
lockout or other industrial action, confiscation or any other action by any
government in addition to the interpretations and rulings of the Egyptian
Courts.
15.3 Force Majeure shall not include any event which is caused by the
negligence or intentional action of either Party.

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18 Service Frame Agreement
15.4 No Party shall be deemed to be in breach of this Agreement for any
delay in performance or non-performance of any of its obligations
hereunder to the extent that such delay or non-performance is due only
to any Force Majeure event of which it has notified the other Party within
seven (7) Days after the occurrence of the event. The time for
performance of that obligation shall be extended accordingly.
15.5 In case the Force Majeure event subsists for more than thirty (30) days,
either Party has the right to terminate this Agreement after sending a
written notice to the other Party.
15.6 In case of exceptional circumstances which prohibits or restricts the
Second Party fully or partially of preforming its obligations under the
contract, including but not limited to government restrictions or
injunctions (including the denial or cancellation of any export, import or
other license restrictions, or according to Export Administration
Regulations);, in such case, if continues for more than 30 days, both
parties shall negotiate in good faith a mitigation plan including
termination exit mechanism of the contract. The First Party shall take
reasonable measures to minimize the adverse impact as much as
possible, however Huawei shall bear no liability to any damages or
penalties caused by such event.

ARTICLE 16
Intellectual Property Rights
16.1 Ownership of any rights, title and interest to any Intellectual Property
developed and/or provided by either Party to the other under this
Agreement shall remain with the Party providing such items and the
Receiving Party shall not have nor be deemed to have any rights, title,
interest, easement, license or other rights to use such copyright, patents
and other intellectual property rights, except a license to use such items
solely for the purpose of performance of such Party’s obligations under
this Agreement.
16.2 Either Party will not utilize the other party's names, logos, trademarks,
Intellectual Property Rights and significant signs for this Service
Agreement by any means or form without the prior written approval of
the other party.
16.3 The rights, title and interest to any Intellectual Property Rights in the
Services or any Deliverables provided to the First Party by the Second
Party under this Agreement including all material protected by patents,
copyrights, design rights, trade secrets and other proprietary rights are
and will remain the exclusive property of Second Party and its licensors.
The Second Party grants to the First Party an irrevocable, non-
exclusive, non-transferable, worldwide, royalty-free, fully paid-up license
to use such Services and Deliverables, for the First Party 's own internal
business operations (and not for resale or distribution) in accordance
with this Agreement. the First Party shall have no right to make
modifications, create derivative works or to grant sub-licenses in the
Services or Deliverables.

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19 Service Frame Agreement
16.4 Any breach of the obligations provided in the present Article shall be
considered as a serious breach of this Agreement. Subject to the
conditions and limitations set forth below, each Party (the
“Indemnifying Party”) undertakes to indemnify the other party (the
“Indemnified Party”) for any claims, cost, direct loss or damage
awarded by a final decision of the competent court in the applicable
jurisdiction or by a settlement approved by the Indemnifying Party,
arising out of infringement of a patent, copyright, registered design or
any Intellectual Property Rights of a third party by any Deliverables or
Services provided by the Indemnifying Party, provided that the
Indemnified Party: (i) promptly notifies the Indemnifying Party of any
third party claim subject to indemnification hereunder; (ii) gives the
Indemnifying Party the right to control and direct the preparation of a
defense, as the defense and any settlement of any such claim shall be
conducted at the Indemnifying Party's expense (iii) gives full
cooperation to the Indemnifying Party for the defense with respect to
which the Indemnified Party will give the Indemnifying Party all
reasonable assistance, and (iv) complies with the Indemnifying Party's
direction to cease any use of the Deliverables or Services which in
Indemnifying Party's sole judgment is likely to be ruled an infringement
of a third party’s rights and providing the Indemnified Party will be
indemnified for all direct damages resulting from such interruption as
provided hereunder.
16.5 In case any of the Deliverables or Services provided by the
Indemnifying Party or any portion thereof is held, or in the Indemnifying
Party’s reasonable opinion is likely, to constitute an infringement, the
Indemnifying Party may within a reasonable time, at its option, either: (i)
secure for the Indemnified Party the right to continue the use of such
infringing Deliverables or Services; or (ii) replace, at the Indemnifying
Party's expense, such item with a substantially equivalent non-infringing
Deliverables or Services; or (iii) modify such Deliverables or Services so
that it becomes non-infringing; or (iv) ask the Indemnified Party to return
the allegedly infringing material. The Indemnifying Party shall be liable
for any direct damages suffered by the Indemnified Party resulting from
any course of action the Indemnifying Party chose.
16.6 The foregoing indemnity shall not apply in cases where and to the
extent that the claim for infringement is based on (i) a proven
unauthorized modification of the Services or Deliverables, use of the
Services or Deliverables other than in accordance with applicable
documentation or instructions supplied by the Indemnifying Party or for
other than the Indemnified Party’s internal purposes; (ii) a proven use of
the Deliverables or Services for purposes other than that they were
designed for or (iii) if the infringement results from the compliance by
Indemnifying Party with any part of the specification that is a mandatory
requirement of the Indemnified Party and which is not commercially
and/or technically reasonably capable of being complied with without
infringement of the intellectual property right on which the third party has
based its claim and providing the Indemnifying Party has informed the
Indemnified Party of such risk in writing .
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20 Service Frame Agreement
 ARTICLE 17
Confidentiality
17.1 All documents, data, information or otherwise exchanged by the Parties
or to which a Party may have access to while visiting the premises of
the other Party will be considered as Confidential Information.
17.2 The Receiving Party shall hold Confidential Information disclosed by the
Disclosing Party in strict confidence and not publish it or disclose it
totally or partially to any third party without prior express written
approval of the Disclosing Party and to use all necessary endeavors
and procedures to protect and strictly safeguard such Confidential
Information. The Receiving Party shall only use the Confidential
Information for the purpose of this Agreement and reproduce such
Confidential Information only to the extent necessary for such purpose.
17.3 The Parties agree that Confidential Information may be disclosed
amongst both Parties’ directors, employees, agents, consultants and
Affiliates who are under an equivalent obligation as the one herein to
keep such information confidential and provided the disclosure shall be
executed on the strictest “need-to-know" basis. The Receiving Party
shall be responsible for any breach committed by any of its directors,
employees, agents, consultants or Affiliates.
17.4 The existence, terms and condition of this Agreement shall be treated
as Confidential Information and shall not be disclosed in whole or in part
by either Parties without the prior consent of the other Party in writing.
17.5 Neither of the Parties shall be required to obtain the prior consent of the
other to disclose the terms and conditions of this Agreement to any
lending or other financial institution in connection with the financing of
such Party's operation and providing such institution is under an
equivalent obligation of confidentiality as the one herein.
17.6 All Confidential Information shall remain the sole property of the
Disclosing Party who originally disclosed such Confidential Information.
Upon request of the Disclosing Party, all materials containing, bearing,
embodying or referring to any Confidential Information (including all
copies made by the Receiving Party), shall be either returned to the
Disclosing Party immediately or upon termination or expiration of this
Agreement or destroyed if it was thus required. Upon request of the
Disclosing Party the Receiving Party shall certify in writing that all
materials containing such Confidential Information (including all copies
thereof) have been either returned to the Disclosing Party or destroyed.
17.7 The obligations established in the present Article shall continue and
survive the termination or expiration of this Agreement after its Duration
and any extension periods for any reason, for a period of five (5) years.

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21 Service Frame Agreement
 ARTICLE 18
Delegation of Personnel
18.1 When delegating members of its staff to the other Party's premises for
the performance of this Agreement, the Parties shall comply with the
following provisions.
18.2 Each Party shall, with the assistance of the other Party, cause its
employees to comply with all administrative requirements (including, but
not limited to visas, medical certificates, entry, residence and work
permits), in accordance with the applicable regulations and shall bear all
related costs.
18.3 Each Party shall maintain strict discipline and good order among his
employees and shall cause them to observe all regulations and safety
rules applicable on the relevant premises. During the performance of
the Services, the First Party shall have the right to reject after an
unsuccessful notice given to the relevant employee for correction
(except for serious unlawful acts where the rejection decision will be
immediately applicable) any of the Second Party's employees for
serious reasons of misconduct, incompetence, negligence or disrespect
of safety or other regulations applicable at the Site. Such rejections shall
be notified in writing to the Second Party. The Parties shall agree on the
working hours and working days of the employees in accordance with
the regulations applicable on the relevant premises.

ARTICLE 19
Subcontracting
Upon the First Party's prior written consent the Second Party may use
subcontractors in the performance of its obligations providing the Second
Party guarantees the First Party that the subcontractor(s) will perform its
obligations and that the Second Party remains solely and fully responsible
towards the First Party for the Second Party's obligations under this
Agreement.

ARTICLE 20
Assignment
Neither Party shall at any time assign, or in any manner transfer, any of its
rights and obligation under this Agreement to any third party, except with the
prior explicit written consent of the other Party. Such consent shall not be
unreasonably withheld. Any unauthorized assignment to the obligations will
render the other Party the right to terminate this Agreement.

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22 Service Frame Agreement
 ARTICLE 21
Nature of the relationship
Nothing in this Agreement shall be construed as constituting a partnership
between the Parties or as constituting either Party as the agent for the other
for any purpose.

ARTICLE 22
Entire Agreement & Modification
22.1 The Parties agree that this Agreement and the attached Annexes
/Addendums constitutes their entire agreement relating to the subject
matter of this Agreement and supersedes all previous documents,
negotiations, understandings, representations and undertakings and
cancels all previous written and oral agreements related to the Services.
22.2 Both Parties acknowledge that the Services and requirements thereto
(including the Service Levels) under the Agreement may be subject to
changes, variation in quality and quantity or the First Party may need
additional services in order to comply with changing technical or
business requirements.
22.3 Both Parties shall have the right to request variations within the scope
of this Agreement according to Annex (S9). All variation requests shall
be raised only by authorized representatives of the Parties. The Parties
shall conduct discussions relating to all variation requests in good faith
provided that either Party shall request for variation reasonably.
22.4 However, no amendments, variations, modifications, additions deletions
or alterations of any provisions of this Agreement or any of its Annexes
shall be valid or binding upon either Party unless it is explicitly declared
and approved, in writing, by the duly authorized representatives of the
Parties.
22.5 Until such approval, the Parties shall continue to perform their
obligations in compliance with the terms and conditions set forth under
this Agreement prior to the variation request.

ARTICLE 23
Severability
23.1 If any part, term or provision of this Agreement is held to be null,
voidable, illegal or unenforceable, the validity or enforceability of the
remaining provisions of this Agreement shall not be affected and shall
continue to bind the Parties.
23.2 The Parties, if necessary with the assistance of the competent Courts/or
the Arbitral Tribunal designated in Article 26 shall replace all provisions
found to be null and void by provisions that are valid under the
applicable law and come closest to their original intention while entering
this Agreement.

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23 Service Frame Agreement
 ARTICLE 24
Non-Waiver
The failure of either Party to insist upon strict performance of any provision of
this Agreement, or to exercise any option, right or remedy contained in this
Agreement, shall not constitute a waiver or a relinquishment for the future of
such provision, option, right or remedy. No waiver by either Party of any
provision of this Agreement is deemed to have been made unless expressed
in writing and signed by such Party.

ARTICLE 25
Notifications and communication
25.1 It’s agreed that all notices provided in this Agreement between the
Parties will be in writing. Each notice shall be dispatched by registered
mail, or by hand with a signature of receipt to the mentioned addresses
of the Parties in the beginning of this Agreement.
25.2 The other correspondences between the Parties regarding this
Agreement may also be validly made by electronic mail provided the
sender takes precautions necessary to ensure that the correspondence
has been received.
25.3 The official language to be applied to all verbal and written exchange
between the Parties shall be the English language.
25.4 Both Parties shall designate a highly qualified Representative to
manage the present account and to act as the contact person for any
emergency that might affect the flow and consistency of the
performance of this Agreement (hereinafter referred to as the “Account
Manager”)
Second Party
Mobile :
Email :

First Party
Mobile :
E-mail :

A prior written notification is required if either Party changes its

designated Account Manager.
25.5 Each of the Parties' Account Managers shall be in contact with his/her
peer frequently, in order to facilitate and overcome any obstacles and/or
distraction that might affect the flow and continuity of the performance of
this Agreement.

ARTICLE 26
Law and Jurisdiction
26.1 The validity and interpretation of this Agreement and all relations
between the mentioned herein Parties shall be governed and construed
by the applicable laws and regulations of the Arab Republic of Egypt.
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24 Service Frame Agreement
26.2 Any dispute that might occur between the Parties in connection with or
arising out of the performance of any term, condition scope of services
or after completion thereof and whether before or after termination,
abandonment or breach of Agreement, that cannot be settled amicably
between the Parties directly within thirty (30) Working Days, shall be
referred to arbitration under with the Rules of Arbitration of the Cairo
Regional Center for International Commercial Arbitration (the "Rules").
The procedural law of the Arab Republic of Egypt shall apply where the
Rules are silent. The Arbitral panel shall be formed of three Arbitrators
and will be held in Cairo Regional Centre for International Commercial
Arbitration, Egypt. The English language shall be used for the entire
proceedings. The prevailing Party shall be entitled to attorney’s fees,
costs and expenses in addition to any other relief to which that Party
may be entitled.
ARTICLE 27
Execution Authority
The signatories to this Agreement hereby certify that they are authorized to
enter this Agreement on behalf of the Party for whom they sign.

ARTICLE 28
Counterparts
This Agreement may be executed in two (2) counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, this Agreement was executed on the day and date
first above written. The Agreement will come into force upon the signature by
the two authorized representatives of the First Party and two authorized
signatories from the Second Party.

On behalf of On behalf of

Orange Egypt for the Second Party TECHNOLOGIES

Telecommunications S.A.E. (Egypt) CO. LIMITED

Name: Name:

Title: Title:

Date: Date:

Signature: Signature:

Name:

Title:

Date:

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25 Service Frame Agreement
 Signature

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26 Service Frame Agreement