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Exhibit 4.66
PARTNERSHIP AGREEMENT FOR FWA CDMA EXPANSION PROJECT NSS, BSS AND PDN SYSTEM IN
DIVRE I AND DIVRE IV NO. X.XXX 01/HK910/UTA-00/2006 DATED 6 JANUARY 2006
The Parties: 1. TELKOM; and
2. Huawei Consortium with the member consists of:
a. Huawei Technologies Co., Ltd.; and
b. PT Huawei Tech Investment.
(hereinafter, the Huawei Consortium shall be
referred to as "Huawei").
Scope of Agreement: TELKOM has appointed Huawei as the winner of
e-auction and has assigned Huawei to execute FWA
CDMA Project Expansions NSS, BSS and PDN System in
Divre I and Divre IV.
Time of Completion of Work: The project must be done as instructed in the
schedule for each location.
Performance Bond: Huawei must provide a performance bond in which
shall be a bank guarantee or surety bond issued by
a bank or insurance company in accordance with
TELKOM's requirement. Huawei must submit
performance bonds for implementation of the first
phase of the project and the implementation of
full system in the amount of 5% of the related
purchase order.
Obligation of
Huawei: 1. Huawei is responsible to conduct, coverage
plan, survey, design, develop, engineering,
manufacture, supply, install, training and
test the system;
2. Huawei must obtain necessary licenses and
permits in order to complete the project;
3. Huawei is responsible for any damage or loss
of goods and services except that such damage
or loss is resulted by the negligence of
TELKOM personnel or force majeure.
Obligation of
TELKOM: TELKOM must supervise the project and examine the
workmanship of Huawei employed for the project.
Packing: Huawei must provide packing of goods as required
to prevent damage or deterioration during delivery
to the final destination as regulated in the
agreement.
Transfer of Ownership: The transfer of ownership shall take place when
the integrated system acceptance certificate has
been issued by TELKOM.
Permits: TELKOM must assist Huawei in obtaining all
required license and permits for the project.
Cleaning Up: Huawei must at all times pay due attention to
sanitation at the work site and keep the site free
from waste materials or rubbish caused by the
work.
Confidentiality: Huawei shall not disclose or make use of any part
or the whole agreement to a third party without a
prior written consent from TELKOM.
Assignment: Huawei must not assign, in whole or in part, its
obligation to perform the work without a prior
written consent from TELKOM.
Appointment of
Sub Contractors: Huawei must notify TELKOM in writing on its
intention to appoint any sub-contractors and must
obtain TELKOM's written approval.
Liquidated Damages: Upon failure of Huawei to deliver the system
within the stipulated deadline, TELKOM shall
deduct a sum of 1 per mil of the agreement price
for each days of delay until actual performance.
Termination: TELKOM may terminate the agreement:
1. If Huawei fails to deliver all the goods or
fails to perform any or the entire project
within the stipulated deadline or any other
obligations;
2. If Huawei fails to take any actions within 30
days since 29 December 2006;
3. Huawei becomes bankrupt;
4. TELKOM may, by a written notice sent to
Huawei, terminate the whole or part of the
agreement for its convenience.
Settlement of Dispute: 1. Amicable settlement;
2. If the parties are unable to find amicable
settlement, the dispute shall be settled by
arbitration using the rules of the Indonesian
National Board of Arbitration (BANI).
Governing Law: The laws of the Republic of Indonesia.
