AGREEMENT IN PRINCIPLE
To approach
THE BUSINESS CO-OPERATION
ON
WLL NETWORK SERVICES
Between
SAIGON POST AND TELECOMMUNICATIONS SERVICE CORPORATION
And
GENERAL-TEL / ePHONE, TELCOM, INC.
Pursuant to the Law on Foreign Investment and other legal documents and
instructions of the Socialist Republic of Vietnam.
Based on the functions, business activities and capabilities of the two
Companies as well as demands in Vietnamese telecommunications market.
The Parties mentioned hereinafter include:
1. THE VIETNAMESE PARTY
SAIGON POST AND TELECOMMUNICATIONS SERVICE CORPORATION, a joint-stock enterprise
is legally organized and permitted to operate in conformity with the Law of the
Socialist Republic of Vietnam, being authorized to develop and provide post and
telecommunications services in Vietnam;
- Head Office : 00 Xx Xxxx, Xxxxxxxx 0, Xx Xxx Xxxx Xxxx
- Xxxxxxx
- Telephone : (00-0) 000 0000/ 000 0000
- Facsimile : (00-0) 000 0000
- License of Incorporation No : 002914 GP-UB dated 27 December, 1995,
granted by Ho Chi Minh City People's
Committee
- Registered Capital : 50.000 Millions VND
- Bank account number : 361.130.00.0165 at ORICOMBANK
- Represented by : Xx. XXXXX XXXX XXXXXX ; Title -
General Director
Hereinafter referred to as "SPT"
2. THE FOREIGN PARTY
GENERAL-TEL / ePHONE TELECOM corporation is legally organized and permitted to
operate in conformity with the Laws of the United States of America
- Head Xxxxxx 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx,
XXX
- Telephone (000) 000-0000
- Facsimile (000) 000-0000
- License of Incorporation No State of Florida, United States of America,
May 3, 1996
- Registered Capital Authorized: 50 million shares, Issued: 12
million shares: Market Value
of Capital USD 12 million
- Bank account number Bank of America 097410-2667
- Represented by Xxxxxx X. Xxxxxx, Chairman and CEO
Hereinafter referred to as "G/E"
In this agreement, SPT and G/E can be separately referred as "party" and
collectively referred as "parties"
WHEREAS
1. SPT has been legally authorized to provide telecommunications services in
the Socialist Republic of Vietnam, including the construction and
operation of WLL Networks in the Project Areas.
2. G/E, an international telecommunications consortium, expects to
collaborate with SPT in setting up networks and providing WLL services in
the Project Areas, including assistance to SPT in techniques, training,
marketing, operation and management of the Network (as set forth
hereunder):
Therefore, after discussion and negotiation, the two parties have come to an
Agreement in Principle (AIP) on this 22 nd October, 1999, in Ho Chi Minh City as
a basis for proceeding and completing the official cooperation in the form of
Business Co-operation Contract, with the following terms and conditions:
Article 1. OBJECTIVES AND FORMS OF CO-OPERATION
1.1 Objectives:
SPT and G/E shall jointly co-operate in developing, building up, and
operating the Networks and providing telecommunication services using WLL
customer access system based on CDMA technology, including any other
enhanced technology based on CDMA, using 1.900 MHz band in Project Areas
approved by the Socialist Republic of Vietnam.
1.2 Forms of Co-operation:
The Co-operation shall be made under the form of business co-operation
contract as stipulated in the Law on Foreign Investment in Vietnam. In the
future, should Vietnamese government allows another suitable form of
cooperation in the telecommunications services the two parties agree to
discuss and apply to the authority in order to change into that form based
on the mutual agreement in compliance with the laws of Vietnam.
1.3 Feasibility Study
The parties will forthwith commence a study of the demand for, and economic
viability of, telecommunication services in the Project Areas, and
initially, in HCMC. The study will be directed by G/E, with assistance from
SPT. The initial Feasibility Study as specified in Article 2.3, will be
updated as work on the initial Networks progresses.
Article 2. THE MAIN CONTENTS OF THE PROJECT
2.1 Subscribers
The two Parties shall co-operate to establish, develop, and operate the
WLL Networks with the initial capacity of from 25 to 30 thousand
subscribers according to realistic demand, and shall be defined at each
milestone in each phase to reach the forecasted number of subscribers in
the Feasibility Study, within the project areas in the Socialist Republic
of Vietnam.
2.2 Scope of Services
The scope of services within the network shall cover voice, facsimile and
other value added services based on WLL applications such as, data
communication, voice response, etc. within the Project Areas approved by
the Vietnamese Government.
2.3 Project and Coverage areas and Feasibility Study Leading to BCC The
coverage areas for WLL Services business will be firstly covered in HCM
City and later expanded to other demanded areas in Vietnam in line with
the Government's approval . The detail coverage plan of the project areas
shall be clarified in the Economic & Technical Feasibility Studies as
defined in the Business Cooperation Contract (BCC). The coverage areas and
implementation plan shall be in periods as follows:
Feasibility Study
A feasibility study will be performed by the foreign partner in cooperation
with SPT for the total WLL project. The feasibility study will include the
following: - site survey - technical specifications/requirements - economic and
financial structure - operational requirements - equipment requirements
technical evaluation of WLL equipment consisting of at least two base stations
and end user equipment for at least 100 subscribers
The feasibility study and technical evaluation (with the terms and conditions
and responsibility of each party defined in ANNEX A) will be conducted within
120 days after signing this AIP. Upon completion of this FS, both parties will
join to negotiate and sign a Business Cooperation Contract. The BCC shall be
submitted for approval to the appropriate VN authority. Upon BCC approval, the
project will consist three stages:
Stage 1 : Implement in the selected district of Ho Chi Minh City a WLL network
with capacity of from 25 to 30 thousand subscribers. This stage shall consist 2
phases.
Phase One: Installation of pilot WLL network of 5,000 subscribers
Phase Two: Complete installation of the network up to additional 25,000
subscribers.
Stage 2 : Expand to other demanded areas in Ho Chi Minh with total network
capacity up to 80,000 subscribers. Stage 3 : Expand to other provinces of
Vietnam with expected capacity increasing up to 1.0 million subscribers.
2.4 Technology and Frequency Usage:
The network mentioned in this Agreement shall operate with CDMA technology
IS-95 B/C based, which will be able to migrate to Wideband CDMA ( 3G ), to
provide WLL services using 1,900 MHz band, with the 7.5 MHz bandwidth.
2.5 The Contract Duration:
When the Project reach the number of subscribers at 25,000 or at least one
year (start from commercial launch), the parties shall review the result
of project operations up to that time, along with the market situations.
If possible, the parties shall consider to study for expansion to other
demanded areas in Vietnam territory as well as for expansion of the
contract duration reasonably. This will be the base for applying document
in order to obtain all approvals from governmental authorities of Vietnam
for the project expansion. The actual contract duration shall be defined
in the Feasibility Study and BCC content.
Article 3. CONTRIBUTIONS OF THE PARTIES
3.1 Contributions of SPT
3.1.1 Intangible assets
- Rights of using frequencies 7.5 MHz in the 1,900 Mhz band and other
necessary microwave bands.
- Rights of using national numbering plan.
- Rights of operating and providing telecommunications services in
Vietnam.
- Rights of renting and/or using public areas to install WLL equipment
(such as: telephone, poles, main, cable paths, cables ducts,
antenna, etc.)
3.1.2 Expenses
- Cost of recruitment and initially training Vietnamese staffs for the
project.
- Costs for obtaining other necessary licenses as mentioned in article
6.1.1 (not including the investment license of this project).
3.2. Contributions of G/E 3.2.1 Fixed asset
G/E shall be accountable to finance for the procurement of equipment of
WLL system including Tandem Switch which must support malicious/criminal
call trace features as required by Vietnam Government, as specified in
the project as follows:
- Network equipment (including costs for design, installation, testing,
commissioning, and acceptance) - End-user telephone sets - Other supplement
infrastructure facilities such as tower, building, generator, air-conditioner
,etc.
- Transportation means.
- Office equipment of BCC offices.
3.2.2 Working capital
G/E shall be responsible for the total working capital as required for
the project including costs for operation and management of the network.
When the net cash flow of the project reach the break-even-point, the
necessary working capital shall be compensated by the revenue of the
project itself.
3.2.3 Other contributions
- Costs for training staff of SPT in the BCC in accordance with
technology transfer purpose.
- Cost for doing market/site survey, making PFS/FS, other required
documentation, applying procedures, and other necessary expenses for
obtaining investment licenses of WLL project.
The Foreign Party shall pledge to contribute capital in cash in
accordance with the contribution schedule as specified in the business plan of
the feasibility study.
In case of widening the network so as to enhance the quality of the
services, the Parties shall discuss and agree to re-adjust the investment
schedule in an appropriate way.
Article 4. PROCUREMENT OF EQUIPMENT
The parties agreed that the procurement of equipment shall be performed in the
following way:
The procurement and installation of equipment and machines shall be
undertaken through the open and whole package tender processes, including
the complete solution and equipment for the network, of which including
malicious/criminal call trace facilities. Equipment could be supplied from
different sources, but it must be guaranteed for the modern and compatible
features and meets the standards of ITU and of Vietnam.
The essential criteria for winning the bidding selection process:
- Quality of equipment and services.
- Cost of equipment.
- Credit/financing conditions of the equipment supplier.
- The condition of maintaining and the capability of supplementing and
upgrading the network system.
- New and advanced equipment, field proven, with the latest production
time.
Article 5. Financial Feasibility and Costs
5.1 Feasibility
The parties shall prepare for inclusion in the BCC, a financial
feasibility of the project. As part of the feasibility, each party
shall be entitled to recover as a first priority, their costs as set
out below including the capital costs of the project. The feasibility
shall specify the respective shares of the profits, the terms of the
BCC, definition of costs and revenues and the internal rates of return.
5.2 Joint Costs
The Parties shall pay the following costs, which is relating to the
operation of the Project and will be treated as Joint costs including,
but not limited to:
Turnover tax; or value added tax
Fees for leasing frequencies and channels ( 1.900 MHz and microwave) o Costs for
operation and management the network, which consist of but not limited to: Costs
for maintenance and repair equipment after the guarantee period of the vendors.
- Costs for sales( including hand set subsidies) - Costs for customer care
services. - Costs for marketing and promotion - Cost for renting land and
buildings. - Expenses of administrative management (electricity, water,
telephone, etc.). - Cost of insurance for fixed assets controlled by the BCC
Management Team. - Cost of training for periodical update knowledge of
Vietnamese staff during the operation of BCC (including training locally and
abroad).
- Expenditures for SPT and G/E staff full-time working for the BCC project:
(including salary, social insurance, health-care insurance, trade union
fees, and other allowances... These expenditures shall be counted at
Vietnamese living cost and in conformity with the Vietnamese accounting
regulations.
- Bonuses for the staff which could be treated as costs
- Fees for the project consultation and other expenses relating to the BCC.
- Other miscellaneous expenses.
5.3 Separate Costs
The Parties agree that costs born in relation to the BCC project, but which are
separately paid by each Party and not calculated as Joint Costs, will be treated
as Separate Costs.
Separate Costs of SPT:
- Salaries and costs for Saigon Postel's members taking part in the joint
coordinating committee, and including Deputy Manager of Department/
Division up to General Director of the BCC.
- Depreciation of assets and SPT's consultation fees (if any).
- Income tax of SPT
Separate costs of G/E:
- Salaries, insurance, and other relating costs for G/E's senior personnel
working for the BCC project in Vietnam, and including JCC's members.
- Costs for G/E's consultation (if any)
- G/E's depreciation of assets and equipment;
- Interest from getting loans (if any).
- Costs for transferring technology;
- G/E's income tax and profit remittance tax.
- Costs for obtaining investment license of this project
The content in relation to separate costs and joint costs shall be further
defined in the feasibility study and the official business co-operation
contract.
Article 6. OBLIGATIONS OF THE PARTIES
6.1 Obligations of Saigon Xxxxxx Corp.
6.1.1 Application for the Investment License:
SPT shall be responsible for completing the project profile, with the
assistance of G/E, and other procedures in order to apply for the
Investment License of the project (costs for this application procedure
shall be paid by G/E). In addition, SPT shall be accountable to obtaining
the following approvals:
a. Permits of design and installation as specified in the project.
b. Permits for importing equipment and facilities.
c. Permits of using frequencies; and
d. Other necessary approvals.
6.1.2 Customs clearance and others:
Saigon Xxxxxx shall be responsible for completing formalities of customs,
transportation and renting storage space of equipment, machine and
materials as specified in the project (costs of these businesses shall be
counted as Joint Costs and approved by the Joint Coordinating Committee
established in Article 9.1 of this AIP)
6.1.3 Management and operation of the Networks: SPT shall be responsible for: -
Managing and operating the Networks with G/E's assistance.
- Helping to complete the procedures to be supplied electric power, water, to
import transport means for the purpose of building-up, operating and
managing the project. Saigon Xxxxxx Corp., with the assistance from G/E,
shall be accountable to setting up the pre-feasibility study, the
feasibility study in conformity with the Law on foreign investment of
Vietnam. As planned, the process and time for finishing the project profile
is described in Article 2.3.
- ProvidingVietnamese staff to assist in the Feasibility Study
- Procuring all permits and approvals from departments of SRV government to
commence and operate Networks and to allow G/E to remove its profits from
SRV
6.2 Obligations of G/E
6.2.1. Financing the project:
G/E shall be accountable to the finance of the project, as specified in
article 3.2, in accordance with the contribution schedule as regulated in
the feasibility study.
6.2.2. Equipment and Materials:
G/E shall be responsible for planning, designing, constructing, and
together with SPT's assistance, inspecting and commissioning facilities
and materials of the Networks in accordance with the Technical
Feasibility Study, the Economic Feasibility Study and the resolutions of
the Joint Coordinating Committee.
6..2.4 Assistance in Management, Techniques, Training and Technology transfer:
G/E shall be responsible for training and instructing Saigon Postel's
staffs in techniques and non-techniques in order to transfer technology
and experience in managing, operating and sales-marketing of wireless
system using CDMA technology as mentioned above. Depending on business
requirements and upon the reasonable suggestions of SPT, G/E shall be
responsible for providing SPT with experts to assist SPT staffs in
network management, operation, and sales-marketing properly.
6.2.5 The entire WLL project ( including software, hardware and firmware) shall
be Y2K compliant.
6.2.6 G/E will pay cost of WLL trial in Ho Chi Minh City in accordance with
ANNEX B.
6.2.7 G/E will pay monthly frequency usage fee of (estimated by SPT) USD
9,000.00 one month in advance.
Article 7. OWNERSHIP OF CONTRIBUTIONS
The parties agree that all assets described as parts of the each party's
contribution shall remain its ownership during the Business Cooperation Contract
Period.
Article 8. TERMINATION AND TRANSFER OF EQUIPMENT AND FACILITIES
Upon the expiration of the BCC, if the internal rate of return of G/E
falls within the agreed IRR range (to be defined in the BCC), G/E shall transfer
its assets of the network to SPT with the agreed nominal price of one (01) US
Dollar.
Other case of termination will be discussed and agreed in the BCC.
Article 9: THE JOINT COORDINATING COMMITTEE AND BCC MANAGEMENT
9.1. Functions of Joint Coordinating Committee (JCC):
After the Business Co-operation Contract is approved and the Investment
License is obtained, The Parties agree to set up a Joint Coordination
Committee ("JCC"), which consists of 3 persons from each Party. This JCC
shall be responsible for inspecting, supervising, consulting and
recommending the BCC Management Committee to implement the Project with
the specific functions as follows:
- Considering and making recommendations on issues relating to the techniques
and technology selection and networks plans as specified in the project.
- Considering and making recommendations on the plan and policy of business,
marketing, training in order to implement the project.
- Considering and making recommendations on equipment supply through the
tender procedure.
- Considering and making recommendations on solving difficulties in the
process of implementing and operating the project in regards to the BCC
management team's suggestions.
- Considering and discussing all suggestions and claims by SPT or G/E in
relation to the project. Trying to resolve all disputes or conflicts
between the Parties arising out or in relation to the Business Co-operation
Contract through negotiations.
9.2. Rights of the JCC:
In order to fully perform those functions, the Joint Coordinating
Committee shall be entrusted the rights to supervise at-once any issue in
relation to this project, including examination of account books and
documents kept by the BCC management team/committee.
9.3. Resolutions of the JCC:
The Resolutions of the JCC must be in compliance with the target and
benefit of BCC. The resolutions of the joint Coordinating Committee shall
be agreed by a majority vote of the attending members except for
resolutions, which are connected with the following issues, shall need the
consensus (100%)of all the attending members:
- Business plan, tender selection plan and annual budget plan.
- Changes of technical and technological aspects and Network plans
relating to the Project.
- Increasing, decreasing and transfer of the parties' contributions.
- The transferring technology contract with the third party.
- Adjusting the ratio for profit sharing in accordance with the projected
Internal Rate of Return of G/E.
- All expenditures and costs
- Selecting the independent auditing company.
- Amending and supplementing the operational regulations of the JCC.
- Other additional issues, if any, fully agreed (100%)by JCC's members to
put in this list.
9.4. The relationship between JCC and BCC management Committee: The Resolutions
shall have the binding value on the parties participating the BCC project,
and must ensure not to violate the law, the sovereignty and the national
security of Vietnam. The parties shall be responsible for popularizing
JCC' s resolutions to their staffs, including BCC management committee's
members, and instructing them for carrying out these resolutions
seriously, in order to manage BCC's operation in an efficient way.
9.5. The BCC management Committee
Members attending the BCC management Committee including General Director,
Deputy General Director, Chief Accountant and Directors of
departments/divisions and subsidiaries, shall be appointed by SPT after
taking into account the recommendation of JCC. The two parties shall
discuss to find the reasonable solutions for the foreign party to be able
to participate in BCC management for mutual benefit in conformity with the
Laws of Vietnam.
10 Article 10. GENERAL REGULATIONS
10.1 Confidentiality
10.1.1 General Confidentiality
Each Party pledges to make its employees, directors and shareholders keep
in confidence any information and not disclose to any third party,
including, but not limiting non circumvention to any equipment vendors
and/or financial parties introduced or brought in by G/E, the details of
the negotiations between the Parties, the content of the Agreement in
Principle (AIP), the Business Plan, or any document in relation to the
above-mentioned matters and any other relevant information (confidential
information), without obtaining the prior written consent of the other
Party, excepting to the extent that:
- Such disclosure of such information is requested by any Governmental
management agency relevant to that Party in order to abide by official
instructions and guidelines; or
- The disclosure of information is made to professional advisers of such
Party or to the personnel or affiliates of that Party provided that such
disclosure is made by way of signing a confidentiality agreement and those
to whom such disclosure is undertaken to abide by the confidential
provisions as set out in this Article; or
- The confidential information disclosed by the disclosing Party or person is
popularly announced.
10.1.2 Term of Confidentiality
If this AIP shall be terminated without the BCC having been signed the
confidentiality provisions of Article 10.1.1 shall remain in effect and
have binding value on the parties for 2 years from the date of the
termination of this AIP.
10.1.3 Protection of Proprietary Information
All special or proprietary information and know how introduced to the
Project by G/E which has not become popularly announced or publicly
disclosed, shall be owned by G/E and will be assets that can only be
acquired by SPT pursuant to Article 8.
10.2 Public announcements
Each Party agrees that it will not announce publicly any of the
discussions in relation to the AIP, Project, Business Plan or any
related information or plan under any form whether a press release or
otherwise without prior discussion and prior consent in writing of the
other Party.
10.3 Applicable Law, Disputes and Arbitration
10.3.1 Applicable Law
The AIP shall be constructed and interpreted in accordance with the Law
of the Socialist Republic of Vietnam. In this spirit, any dispute or
conflict arising out of or relating to the form, validity and content
of the AIP shall be interpreted and understood in accordance with the
Law of the Socialist Republic of Vietnam.
10.3.2 In case of any dispute arising out or relating to this agreement is not
governed or interpreted by the Laws of Vietnam, the two parties agree
to apply the Laws of Singapore (ASEAN Region). 10.4 Dispute resolution
In case of any dispute, discrepancy of opinions or claim arising out of
or relating to this AIP, the parties shall discuss to find reasonable
solutions in the spirit of co-operation, respecting each other and
law-conformity. If the Parties are unable to reach to an agreement,
such dispute, discrepancy of opinions or claims shall be solved by an
arbitration organization.
10.5 Arbitration Organization
Both parties agree that any dispute or discrepancy shall be settled by
the Vietnamese International Arbitration Center in conjunction with the
Vietnamese Chamber of Commerce and Industry in Ho Chi Minh City. The
solution of such dispute and discrepancy shall be made in compliance
with the lawsuit principles of the international arbitration
organization as mentioned above. The award of the Vietnamese
international arbitration center shall be final and have the binding
value on the Parties. In case one of two parties involved in this AIP
does not agree to the award from the resolution from the Vietnamese
International Arbitration Center, the disagreeing party can request
resolution from Singaporean International Arbitration Center. The
resolution of Singaporean International Arbitration Center is the final
decision.
10.6 Financial Records and Reporting
The financial records of the Project shall be maintained using the
Vietnamese Accounting System. Modifications to the Vietnamese
Accounting System will be made to allow for recording and accounting
principles and procedures so that they can be audited using Generally
Accepted Accounting Principles.
10.7 Perodic Reporting
Management of the Project shall provide written reports to the JCC on a
periodic basis containing all material information on, for the period
being reported on, monies expended, revenues if any received, work
done, success achieved and problems encountered which have not been
resolved (if any).
10.8. Languages
This Agreement in Principle is made in two languages of equal validity,
English and Vietnamese. In the event that there is any misunderstanding
between the English version and the Vietnamese version, the Parties
agree to refer to the English version.
10.9 Copies
This agreement shall be made in four (04) original copies of equal
validity and each copy contains both the English and Vietnamese
versions.
10.10 Term of Agreement in Principle
The effect period of this AIP shall be twelve (12) months or until
the BCC is earlier signed by the parties
10.11 Termination by G/E and/or SPT
Each party may at any time, upon giving 30 days written notice to the
other party, terminate this Agreement. Upon the expiry of the 30 days
all of both parties' obligations shall terminate.
10.12 Approval
This AIP shall be submitted to the highest authorities by the Boards of
Management of each Party for approval at the latest 30 working days and
then to the Vietnamese Authorities for decision and approval. After
obtaining the approval from the Vietnamese Government, the two Parties
shall, within 10 working weeks, jointly perform the Feasibility Study,
the Business Corporation Contract, the Operational Regulations of JCC
and BCC's Management Committee, as well as other necessary documents in
order to submit to the Authorities for obtaining the Investment
License.
10.13 Other Issues
Other issues concerning the co-operation between the Parties or any
details not mentioned in this Principle Agreement shall be discussed and
reflected in the official Business Cooperation Contract. The ANNEX A and
ANNEX B shall be considered as the inseperable parts of this Agreement in
Principle.
On behalf of
Saigon Xxxxxx Corp.
"Xxxxx Xxxx Xxxxxx"
Xx. XXXXX XXXX XXXXXX
General Director
On behalf of
General-Tel / ePHONE, Telecom Inc.
"Xxxxxx X. Xxxxxx"
XXXXXX X XXXXXX
Chairman & Chief Executive Officer
ANNEX A
Terms and conditions for feasibility study and technical evaluation period
Article 1: THE PLACE FOR DEPLOYMENT OF PILOT SYSTEM
The WLL pilot will be deployed at the following places:
1.1 The estimated coverage area is District 9 or District 12 in HCM City.
1.2 The places for installation:45 Xx Xxxx Street and other suitable places
Article 2: THE TERMINATION OF THE EXPERIMENTATION
Based on the performance result of the pilot system, within one (01) month
from the date of termination of the trial duration, both Parties will sign
the final Acceptance Record, and evaluate the result of the
experimentation.
2.1 If the pilot system meets the technical requirements and the quality of
services, two parties shall negotiate and sign official business
cooperation contract (BCC) for WLL services. The choosing of equipment for
BCC project will be carry out under tendering.
2.2 In the case where pilot equipment does not meet the technical requirements,
quality of calling and other requirements of services, party B agrees to
export the equipment.
Article 3: RESPONSIBILITIES OF THE PARTIES
3.1 Responsibilities of party A
3.1.1 To apply for the licenses to test the pilot WLL system as well as to
use frequency for this technical experimentation.
3.1.2 To coordinate with party B in site survey, installation and operation
of the system. 3.1.3 Preparing the place for installation of pilot
equipment, to ensure the requirements such as surface site for
experimentation.
3.1.4 Ensuring power supply, water for BTS, BSC during trial duration.
3.1.5 To assign capable staff to participate in the process of
experimentation and acceptance. 3.1.6 To prepare subscribers
participating in the testing and to distribute pilot areas. 3.1.7
Arranging, and obtaining agreements for interconnections with PSTN,
VTN, VTI network. 3.1.8 To help party B with customs clearance of the
pilot equipment imported into or exported from Vietnam.
3.2 Responsibilities of party B:
3.2.1 Providing WLL pilot equipment in accordance with configuration agreed
by both parties and transporting those to the place of installation.
3.2.2 To be in charge of site survey, installation of equipment at the
testing site.
3.2.3 To be responsible for technical aspects, ensuring the quality of
system during the installation and testing duration.
3.2.4 To be responsible for providing detailed procedures for equipment
testing and specifications checking.
3.2.5 Providing technical documents of system, training technical staffs of
party A, guiding the operation and maintenance of the system.
3.2.6 Providing WLL terminal equipment suitable to the system.
3.2.7 Obtain financing for party A to purchase Local Tandem switching
equipment.
3.2.8 To ensure using properly licensed frequency and pilot configuration,
not to effect activities of telecommunication system over the testing
area as well as not to effect the frequency band of telecommunication
systems of other networks over or nearby the pilot coverage area.
3.3 Mutual responsibilities
3.3.1 During the trial duration, if pilot equipment fails, then both parties
shall check to find the reason and have a reasonable solution for the
problem.
3.3.2 Testing, measuring, checking and reporting the result of
experimentation must be handled and unanimously agreed by both parties.
3.3.3 Both parties shall negotiate with VNPT for interconnection.
Article 4: SHARING EXPENDITURES
Both parties agree to share expenses originated during testing duration as
follows:
4.1 Party A shall cover:
4.1.1 All expenses related to the license of pilot WLL network including all
necessary approvals required for the pilot network of this Agreement.
4.1.2 Expenses of party A's staffs who participate in the project.
4.1.3 Expense for renting the surface for installation of pilot equipment as
well as necessary power supply for activities of experimentation.
4.2 Party B shall cover:
4.2.1 All expenses related to storing, maintaining, transporting, installing
and lifting the pilot equipment.
4.2.2 Expense of party B's staffs who participate in the project.
4.2.3 Frequency fee during the duration of experimentation.
ANNEX B
Estimated costs for WLL feasibility study
This ANNEX B contains schedule of estimated cost for WLL trial in Ho Chi Minh
City. The marketing costs in section (I) below have already been incurred by
party A, and are subject to cost recovery which will be specified in the BCC.
The remaining estimated costs shown in sections II, III, and IV are considered
by Party B to be necessary for conducting the feasibility study. Party B agrees
to cover the full estimated cost of items shown in sections II and IV of the
schedule. For the estimated costs in Section III, party B agrees to pay only
those actual and necessary costs with prior approval, and which are fully
documented by party A with original cost receipts.
COST SCHEDULE FOR WLL TRIAL AT HCM CITY
II For marketing: (Completed)
1Develop plan of HCMC 5000
2Telecom plan of HCMC 7000
3Telecom plan of Vietnam 8000
4Other information 5000
5Cost for PFS building 25000
Total:(These costs have been incurred by SPT) USD $50,000(I)
III For cell survey:
1Rent car: (100USD/car_day) 100 7 700
2Party A Staff Cost for data collection (5USD/per_day) 75 7 525
3Party A Staff Cost for survey analysis (20USD/per_day) 160 7 1120
4Cost to buy maps, resources material, tech research 1000
5Cost for public relation, promotions 1000
Total: USD $4,345(II)
IIII For Project Feasibility Study:
1Technical requirement & specification 10000
2Business analysis 10000
3Financial analysis 10000
4Data & Information collection 5000
5Preparation of tendering documents 10000
6Other cost 5000
Total: USD $50,000(III)
IV Operation cost per month
1Frequency: (9000USD/7.5MHz/month): 9000 x 4 36000
2Rental fee for installation site of cell, antenna... :(20USD/m2/month) 4000
(20 x 25 x 4 x 2)
Total: USD $40,000(IV)
TOTAL (I,II,III + IV) USD $144,345
