Exhibit 4.79
PROCUREMENT AND INSTALLATION AGREEMENT FOR FWA CDMA EXPANSION PROJECT NSS, BSS
AND PDN SYSTEM IN DIVRE V NO: X.XXX. 297/HK910/ITS-00/2006, DATED 13 OCTOBER
2006
Parties: 1. TELKOM; and
2. Samsung Consortium
("SAMSUNG CONSORTIUM").
Scope of Agreement: TELKOM assigns SAMSUNG CONSORTIUM to execute the FWA
CDMA Project NSS, BSS and PDN Systems project in Divre
V.
Period of Agreement: A three-year procurement program with the option to
extend for another two years based on SAMSUNG
CONSORTIUM's performance.
Confidentiality: SAMSUNG CONSORTIUM shall not, without TELKOM prior
written consent, disclose this Agreement, or any
provision thereof and shall not make use of any
documents or information except for purpose of
performing this Agreement.
Performance Bonds: The performance bonds shall be established in both
Rupiah and US Dollar currency and shall be in surety
bond or bank guarantee issued by insurance company or
bank according to TELKOM requirement.
SAMSUNG CONSORTIUM's
Responsibility: 1. SAMSUNG CONSORTIUM shall be fully responsible to
conduct, coverage plan, survey, design, develop,
engineering, manufacture, supply, install, training
and test the System in accordance with all the
terms and conditions contained in this Agreement
including any integration of the System and for
ensuring that the System is fully compliant with
this Agreement and SAMSUNG CONSORTIUM shall not
claim any additional payment nor be relieved from
any obligation imposed on it by this Agreement on
grounds of any information supplied by TELKOM on
any matter whatsoever related to this Agreement;
2. SAMSUNG CONSORTIUM shall, upon request, provide
TELKOM with such additional technical information
in connection with this Agreement as the TELKOM may
reasonably require;
3. SAMSUNG CONSORTIUM shall at his own cost repair and
make good the same upon any damage, loss or injury
happens to
the Goods and Services, or to any part thereof
before the Integrated System Acceptance Test
Certificate is issued from any cause except the
negligence, omission and intentional behaviors of
TELKOM personnel and force majeure;
4. In the event of any damage, loss or injury
happening from any of the excepted risks, SAMSUNG
CONSORTIUM shall repair and make good the same as
aforesaid at the cost of each party. SAMSUNG
CONSORTIUM shall also be liable for any damage to
the works occasioned by him in the course of any
operation carries out by him for the purpose of
completing any outstanding works or complying with
his obligations.
TELKOM's
Responsibility: The duties of TELKOM's Project Manager will supervise
the works and examine workmanship of SAMSUNG CONSORTIUM
employed in the execution of the works.
Transfer of
Ownership: The transfer of ownership of the System/Sub-system from
SAMSUNG CONSORTIUM to TELKOM shall take place when the
Integrated System Acceptance test Certificate has been
issued by TELKOM.
Assignment: SAMSUNG CONSORTIUM shall not assign, in whole or in
part, its obligations to perform of works under this
Agreement, except with TELKOM's prior written consent.
Liquidated Damages: For any delay in the Time of Completion and such delay
causes TELKOM to delay its planned commercial services,
TELKOM shall be entitled for liquidated damages from
SAMSUNG CONSORTIUM amounting of one per mil of Purchase
Order Price for each day of delay until actual
performance.
Termination: TELKOM may terminate this Agreement in whole or in part
if SAMSUNG CONSORTIUM fails to deliver any or all of the
Goods or fails to perform any or all of the works within
time of completion, or if SAMSUNG CONSORTIUM is in
breach of any of provisions of this Agreement, or if
SAMSUNG CONSORTIUM do not take any action within 30
calendar days since the Effective Date of Agreement, or
if the SAMSUNG CONSORTIUM becomes bankrupt or otherwise
insolvent, or at any time for TELKOM's convenience.
Settlement of
Dispute: 1. Any disputes shall be settled amicably between
parties based upon good faith;
2. If the parties are unable to settle the dispute
amicably, then the parties shall submit the dispute
to the Indonesian National Board of Arbitration
(BANI).
Governing Law: The laws of the Republic of Indonesia.
