Contract

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
Exhibit 10.1
CONTRACT BETWEEN
 
VIZZAVI ESPAÑA, S.L.
 
AND
 
ELEPHANT TALK COMMUNICATION HOLDING,
AG
 
FOR THE SUPPLY OF OPERATION AND
TECHNICAL
SERVICES THROUGH A COMPREHENSIVE
TECHNOLOGICAL
PLATFORM
 
20 MAY 2009
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
In Madrid, 20 May
2009
 
ASSEMBLED
 
ON THE ONE PART,
 
XX.
XXXXX XXXXXXXX XXXXXXX, of full legal age and
with address for these purposes at Xxxxxxx xx
Xxxxxx 0, Xxxxxx Xxxxxxxxxxx xx Xx Xxxxxxxx, 00000 Xxxxxxxxxx, Xxxxxx, acting as
proxy in the name and on behalf of the trading corporation
VIZZAVI
ESPAÑA, S.L. (hereinafter,
VIZZAVI), with Tax Identification Code No. X-00000000. He is empowered by virtue
of the power of attorney executed before the Notary of Madrid, Xx. Xxxxxx
Xxxxxxxxx Xxxxx, on 9 October 2008, with number 2440 in his minute of record,
which is duly registered in the Mercantile Register of Madrid, Volume
19,772, Folio 192, Section 8, Page M-272203, 33rd
entry.
 
AND ON THE OTHER,
 
XX. XXXXXX XXXX XXXXX
XXXXX VAN DER VELDEN, of
full legal age and with
address for these purposes at Xxxxxxxxxxxxx 000, XX-0000 Xxxxx, Xxxxxxxxxxx,
acting as proxy in the name
and on behalf of the trading corporation ELEPHANT TALK COMMUNICATION
HOLDING, A.G. (hereinafter,
ELEPHANT TALK), with
registration number CH 270.3.013.519-0, which representation he holds by virtue
of the powers granted on 17
May 2009 by a resolution of the Company.
 
Both Parties appearing declare that they
have sufficient legal capacity to enter into a contract and bind themselves, both
personally and in the capacity and representation in which they intervene, which they
mutually recognize and undertake not to challenge, and, with their mutual
consent
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
THEY DECLARE
 
              I.

              That VIZZAVI is a
      company authorized by the sectorial telecommunications legislation to
      provide complete Virtual Mobile Operator (VMO) electronic communications
      services by virtue of a Resolution of the Telecommunications Market Commission
      dated 18 August 2008.

              II.

              That ELEPHANT
      TALK is an international provider of electronic communications
      services for Virtual Mobile Operators through the rendering of
      operation and
      technical support services over technological
      platforms.

              III.

              That VIZZAVI, in
      the development of its electronic communications activity, is interested in
      hiring from ELEPHANT TALK and ELEPHANT TALK is interested in
      providing to VIZZAVI certain operation and technical support services over a
      comprehensive technological platform in the terms and conditions
      established in this Contract and the Annexes
  hereto.

              IV.

              That by virtue of
      what is set down in the foregoing declarations, the Parties have reached an
      agreement which they formalize in accordance with the following

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CLAUSES
 
              1.

              OBJECT OF THE
      CONTRACT

              1..1  

              The object of
      this Contract is the rendering by ELEPHANT TALK to VIZZAVI of the
      operation
      and technical support services (hereinafter, “the services”) described in
      Annexes A, B1,
      B2, C, D and E of this Contract, in the terms and conditions established
      in this document and its Annexes (hereinafter, referred to jointly as “the
      Contract”).

              1.2 

              The services
      shall be rendered by ELEPHANT TALK to VIZZAVI over the technological
      platform described in Annex C of this
  Contract.

              1.3 

              This Contract is
      of an exclusive nature, pursuant to the provisions of the following
      clauses:

      1.3.1

              ELEPHANT TALK may not render in
      Spain the operation and technical support services under this
      Contract either directly or indirectly to any operator other than VIZZAVI (with or
      without its own telecommunications network) that is a direct or indirect
      competitor of VIZZAVI in the Spanish electronic communications market, within a
      *** counting from the Contract’s
      execution, as per the
      obligations laid down in Clause 3.3, except with the express authorization of
      VIZZAVI.

                      1.3.2

              Likewise, XXXXXXX may not contract
      the operation and technical support services that are the object of
      this Contract with any other comprehensive technological platform other than
      ELEPHANT TALK, whilst ELEPHANT TALK is not authorized to render
      such services to other operators within the framework of what is established
      in Clause 1.3.1 and in accordance with the obligation laid down in Clause
      3.6, except with the express authorization of ELEPHANT
    TALK.

              1.4

              The numbering, codes and other
      technical parameters allocated to VIZZAVI by the competent bodies (MSISDN, IMSI,
      short numbering codes, ICC, etc.) and which, as and when applicable, are managed
      by ELEPHANT TALK in the performance of this Contract, shall remain under
      the control of
VIZZAVI.

              2.

              STRUCTURE
      OF THE CONTRACT 2

              2.1

              This Contract is structured in accordance with
      the following schematic:

                         2.1.1  

              Main Body:
      It
      includes the Contract’s essential principles and the elements that
      regulate the relations between the
  Parties.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
      2.1.2  

              Annex A –
      Services for the End Customers of the Virtual Mobile Operators
      (VMOs) of VIZZAVI

                      2.1.3 

              Annex B1 –
      Support Services for the Virtual Mobile Operators (VMOs) of VIZZAVI

                        2.1.4

                Annex B2 – Support Services for VIZZAVI
      operations
              
                        2.1.5 

                Annex C – Technical
  Annex
              
                        2.1.6 

                Annex D – Economic Terms and
      Conditions
              
                        2.1.7 

                Annex E – Capabilities and Undertakings relating
      to Project Management
              
                        2.1.8 

                Annex F – Communications and Official Contact
      List
              
                        2.1.9 

                Annex G – Data
  Protection
              
                        2.1.10 

                Annex H – Security and
  Fraud
              
                        2.1.11 

                Annex I – Ethical
  Purchases
              
                        2.1.12 

                Annex J – General Health & Risk-Prevention
      Conditions
              
                        2.1.13 

                Xxxxx X – Requirements for Compliance with the
      Xxxxxxxx-Xxxxx Rules
              
                        2.1.14 

                Annex L –
  Certificates
              
2.1.14.1 Fiscal
Certificate
2.1.14.2 Labour
Certificate
2.1.14.3 Copy of Insurance
Policy
 
                        2.1.15 

                Annex M – Definitions 2.1.16 Annex N –
      Environment
              
              2.2

              The Annexes may have their own
      associated Appendices, if so decided with the mutual consent of the
      Parties.

                2.3

                Both Parties explicitly
      acknowledge that all the elements comprising this Contract have the same
      status.

                  2.4

                  Each one of the Annexes and Appendices, when
      applicable, as well as any future updates or additions which the
      Parties may agree to incorporate into this Contract, suitably signed by both Parties,
      shall form an integral part thereof. The rights and obligations deriving therefrom
      shall be exercisable or enforceable from the date it is signed, except in the case of an
      agreement to the contrary on the validity
date.
                
                3.
      
                ESSENTIAL OBLIGATIONS OF THE
      CONTRACT

The Parties explicitly acknowledge the
essential nature of the following obligations within the framework of this
Contract:
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
A. Obligations of ELEPHANT
TALK:
 
                3.1

                Rendering of the services that are
      the object of the Contract by ELEPHANT TALK in the terms and conditions
      established in the Contract.

                  3.2

                  Likewise, ELEPHANT TALK accepts
      the following obligations:

      3.2.1

              Guarantee that the rendering of
      the services under this Contract shall be carried out in accordance with
      the technologies and modalities currently in existence and working, which shall be
      suitably maintained and upgraded on the basis of the mobile electronic
      communications market’s development. In this connection, ELEPHANT TALK
      guarantees the adequate upgrading of the functionalities, services,
      platform architectures and technologies available in the telecommunications market at any
      given moment, as per the roadmap which both Parties will keep updated in
      order to guarantee their dimensioning in accordance with the growth in the
      VIZZAVI services. The roadmap will be designed and kept updated on the
      basis of independent benchmarking, reflecting the existing
      developments in the market.

       3.2.2

              Undertaking to make available to
      VIZZAVI access to future technologies and technological innovations that may
      appear in the telecommunications market, always provided that a prior
      request has been made, and that the aforesaid technologies and innovations are
      within the scope of ELEPHANT
TALK.

ELEPHANT TALK must notify and make
available to VIZZAVI, sufficiently in advance for VIZZAVI to be able to
offer it in the market, the implementation of any new functionality whether
deriving from a new project or technology or the consequence of the existing
functionalities’ evolution, within the mobile telecommunications
environment.
 
        3.2.3

              Guarantee of the adequate updating
      of commercial conditions, as regards both the services that are the object
      of this Contract and any new services that may arise, based on the needs
      expressed by VIZZAVI to keep itself competitive in the market in which it conducts
      its activities. The economic terms and conditions for the development of
      new services not included in the object of the Contract, as established in
      Annexes A, B, C, D and E, shall be established in accordance with the provisions of
      Annex D.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
      3.2.4

              Guarantee of adequate maintenance
      of the commercial structure and prices, as described in detail in Annex D, in
      the cases contemplated in 3.2.1 and
  3.2.2.

                3.3

                Not to render, either directly or indirectly,
      the operation and technical support services under this Contract to any
      operator other than VIZZAVI (with or without its own telecommunications network) that
      is a direct or indirect competitor of VIZZAVI in the Spanish mobile electronic
      communications market, within a *** term counting from the Contract’s execution,
      except with the express authorization of
  VIZZAVI.
              
B. Obligations of
VIZZAVI:
 
                3.4

                To make the payments owed by virtue of this
      Contract in the terms and conditions of Clause 13 and Annex D relating to
      the economic terms and
conditions.
              
                3.5

                Fulfillment in good faith of its obligations to
      provide maximum support to ELEPHANT TALK in this Contract’s
      application and
performance.
              
                3.6

                Obligation of VIZZAVI, pursuant to the
      provisions of Clause 1.3.2, not to contract the operation and technical support
      services under this Contract with any other comprehensive technological
      platform different to ELEPHANT TALK, except with the express authorization of ELEPHANT
      TALK.
              
                4.
      
                VALIDITY
              
                4.1

                This Contract shall enter
      into force on the date it is signed and shall remain in force for a 5-year term. This Contract shall
      be automatically renewed for successive terms of two (2) years as from the
      completion of the initial term and/or that of its renewals, except when either of the Parties
      notifies the other in writing of its intention to the contrary, at least ***in advance of the conclusion of
      the term that is in force.

                4.2

                In the event that ELEPHANT TALK decides not to
      renew this Contract, the provisions of Clause 6.4 shall
      apply.
              
                4.3

                Without prejudice to the Contract’s validity date, the
      Parties agree that the effective rendering of the services
      contemplated in Annexes A and B shall abide by the implantation schedule described in
      Annex E

                4.4

                The commercial launch date may not be later than 1 June
      2009, except when any of the circumstances provided for in
      Annex E relating to fulfillment of the implantation schedule
      exist.

                4.5

                The Parties agree
      to expressly exclude the possibility of early discharge, with the exception of the cases provided
      for in Clause 6. If either of the Parties, infringing the provisions of
      this Contract, were to request the Contract’s early discharge in a
      situation other than
      those established therein and without the other Party’s agreement, the
      penalties indicated
      in Clause 7.1 shall apply.
              
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              4.6

              Once two years have elapsed since
      the Contract’s initial validity, both Parties undertake to study and evaluate new
      formulae for their joint co-operation.
      Nevertheless, at the request of either of the Parties
      and always with their mutual consent, it shall be possible for new formulae for their joint
      co-operation to be studied and evaluated within a shorter term than that established
      above.

                5.
      
                CONTRACT REVIEW AND
      AMENDMENT
              
                  5.1

                  In the event that one of the cases described
      below were to arise, the Parties are hereby legitimized to request, in
      writing, the opening of negotiations that, as and when applicable, shall give rise to the
      review and amendment of the affected points of the Contract, subject to the agreement
      of the Parties:
                
              5.1.1 ***

              5.1.2 ***

              5.1.3 ***

              5.1.4 ***

              5.2

              The negotiations for the
      Contract’s review and/or amendment must comply with thefollowing
      rules:

      5.2.1

                The Parties undertake to negotiate in good
    faith.
              
      5.2.2

              The Parties undertake to mutually
      make available all the essential information for the development of the
      negotiations, under the confidentiality obligation established in Clause
      9.

      5.2.3

              During the course of the
      negotiation process for the Contract’s review, it shall be understood that the validity
      thereof has been provisionally renewed, except in the case of an agreement of the
      Parties to the contrary.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
  
                6.
      
                CONTRACT TERMINATION AND
      CONSEQUENCES

              6.1

              The Contract shall terminate for
      the general causes accepted in Law and, in particular, for the following
      causes:

        6.1.1

              With the mutual consent of the
      Parties, expressly indicated in writing and with the setting of the Contract’s
      termination date.

      6.1.2

              Due to the termination of the
      initial validity period or of the tacit renewal, as established in Clause 4.1, always
      provided that one of the Parties notifies the other in writing of its intention
      to exclude the Contract’s renewal, a minimum of ***in advance of that
      date.

                      6.1.3

              Due to the revocation,
      cancellation or modification, by the Authorities, of the legal authorization held by
      XXXXXXX when, in this latter case, fulfilment of the obligations laid down in this
      Contract is prevented. Both Parties shall do their utmost to avoid this
      situation.

      6.1.4

              Due to the entry in the body of
      shareholders of ELEPHANT TALK of a direct competitor of VIZZAVI or of the
      VIZZAVI Group in the mobile electronic communications market, whenever
      such acquisition of shares involves (i) the taking of control by the direct
      competitor of ELEPHANT TALK in the sense of Article 42 of Spain’s Commercial
      Code; or (ii) the appointment of at least one Director on the Board of Directors
      of ELEPHANT TALK.

                       6.1.5

              Due to the entry in the body of
      shareholders of ELEPHANT TALK of a company that in the *** following entry becomes a direct
      competitor of VIZZAVI
      or of the VIZZAVI Group in the Spanish mobile electronic communications market, whenever
      such acquisition of shares involves (i) the taking of control by the direct
      competitor of ELEPHANT TALK in the sense of Article 42 of Spain’s Commercial
      Code; or (ii) the appointment of at least one Director on the Board of Directors
      of ELEPHANT TALK.

For the purpose of Clauses 6.1.4 and
6.1.5, ELEPHANT TALK undertakes to communicate to VIZZAVI whatsoever
acquisition of shares on the part of a direct competitor of VIZZAVI or of its
Group, at the moment such acquisition takes place or the moment at which it
has knowledge thereof and is authorized to make such
communication.
 
                      6.1.6

              Likewise, due to the entry of
      ELEPHANT TALK in the body of shareholders of a competitor of VIZZAVI or of
      its Group in the Spanish mobile electronic communications market, whenever
      such acquisition has the same consequences as those described in Clauses
      6.1.4 and 6.1.5 above.

                6.2      

                ELEPHANT TALK may seek the
      unilateral discharge of Contract through an express and written communication in the
      following case:

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                     6.2.1

              Whenever XXXXXXX fails to
      fulfill any of its essential obligations
      contained therein and always provided that such non-fulfillment is not
      remedied by VIZZAVI
      within a ***term as from the notification
      requesting remedy.

              6.3

              VIZZAVI may seek the Contract’s
      unilateral discharge by means of an express and written communication in the
      following cases:

      6.3.1.

              Whenever ELEPHANT TALK fails to
      fulfill any of the Contract’s essential obligations established in Clause
      3 thereof.

In the event of non-fulfillment on the part of ELEPHANT TALK of the
obligations laid down in
Clause 3.2, discharge may be made effective by VIZZAVI whenever ELEPHANT TALK fails to
remedy such non-fulfillment within a *** term as from the notification requesting
remedy.
 
      6.3.2

              In the case of repeated
      non-fulfillment of the operation and quality indications established in Annexes A, B, C and
      E.

       6.3.3

              In the event that ELEPHANT TALK
      decides to contract the wholesale access services in Spain with an
      operator other than VIZZAVI or the Group to which the latter belongs for the
      rendering of mobile telephony services to its clients under the VMO model.
      At any event, ELEPHANT TALK shall communicate its intention to VIZZAVI,
      *** in advance
      thereof.

              6.4

              The Contract’s termination for
      whatsoever cause shall not necessarily involve theimmediate cessation of the
      rendering of the ELEPHANT TALK services to VIZZAVI and the latter may request
      ELEPHANT TALK to continue with the rendering thereof. ELEPHANT TALK shall
      guarantee the continuity of the rendering of the services in the same
      conditions as those in which they were being rendered up to termination,
      always provided that
      such conditions comply with what has been agreed in the Contract, during
      a minimum term of
      *** after the Contract’s termination
      or at any event
      during the time that may be necessary for VIZZAVI to reach a similar
      agreement to this one
      and to satisfactorily migrate all the services to the new platform, and
      the platform remains
      stable, understanding by such the criterion that the Technology
      Department of VIZZAVI
      may establish. Similarly, ELEPHANT TALK shall guarantee complete transparency and the
      necessary technical support so that migration takes place with maximum speed and least
      impact on the activity of VIZZAVI. During this period, ELEPHANT TALK shall be authorized
      to render its services to operators other than VIZZAVI.

              6.5

              The Contract’s termination due to
      the elapsing of the initially agreed 5-year term or any of its renewals shall not involve
      the immediate cessation of the rendering of the ELEPHANT TALK services to VIZZAVI
      in respect of those VIZZAVI customers which, at the moment of
      termination, have been incorporated into the comprehensive technological platform for a term
      of less than ***. The rendering of the
      ELEPHANT TALK
      services to VIZZAVI in the terms and conditions of this Contract
      shall apply in
      respect of each customer during the term that remains up to the
      ***term’s
      completion.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                6.6

                At any event, the Contract’s discharge for any
      of the causes provided for in this Clause shall not represent the waiver by
      either of the Parties of the exercise of the actions that may correspond to them by Law and
      shall not release the Parties from fulfilment of their outstanding
      obligations.
              
                6.7

                The obligations contained in the Clauses
      indicated below shall remain in force after the Contract’s termination for a
      5-year term: Clause 9 (Confidentiality) and Clause 11 (Applicable Legislation and
      Binding Settlement of
Disputes).
              
                7. 

                PENALTY CLAUSE FOR EARLY
      DISCHARGE
              
                7.1

                Within the framework of Clauses 6.1.4, 6.1.5,
      6.1.6, 6.2 and 6.3, which grant the right to the Party not causing the
      situation described to seek unilateral discharge of Contract, and without prejudice to the
      compensation for damages and losses to which it may give rise, as a
      penalty clause expressly convened between the Parties, the following
      penalties are established for the cases described
      below:
              
      7.1.1

              In the cases provided for in
      Clauses 6.1.4, 6.1.5, 6.1.6 and 6.3, should it be VIZZAVI which exercises the right to
      unilateral discharge of contract on the grounds of the existence of any of the
      circumstances established as a cause for discharge of contract by
      a unilateral
      resolution in its favour, ELEPHANT TALK shall pay VIZZAVI the corresponding amount as
      established in the following
table:

              S < ***
 
              ***

              €

              *** =

              S <

              ***
 
              ***

              €

              *** =

              S <

              ***
 
              ***

              €

              ***=

              S <

              ***
 
              ***

              €

                  S = ***
 
              ***

              €

The Parties agree that the total number
of services in the platform (S) shall be the average of the *** of the last ***.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                       7.1.2

              In the case provided for in Clause
      6.2, if it is ELEPHANT TALK which exercises the right to unilateral
      discharge of contract, on the grounds of the existence of any of the
      circumstances established as a cause for discharge of contract by a unilateral
      resolution in its favour, XXXXXXX must pay ELEPHANT TALK, as a penalty, an
      amount equivalent to that which ELEPHANT TALK has invoiced to
      VIZZAVI during the ***immediately prior to the exercise
      of the unilateral discharge right, up to a limit equivalent to the applicable
      penalty as per Clause 7.1.1 for the corresponding number of services ***.

              8. 

              ECONOMIC LIMIT OF THE PARTIES’
      LIABILITY IN THE CONTRACT’S
      PERFORMANCE

                8.1 

                Each Party shall be responsible for the
      adequate fulfilment of its obligations under thisContract, subject, in respect of
      possible claims lodged by one Party against the other, to the following
      limits:
              
       8.1.1

              There shall be no limitation on
      their liability other than that which applies pursuant to Spanish legislation in
      respect of losses that, being due to actions or omissions, comprise: losses
      produced by the infringement of industrial or intellectual property rights;
      injuries caused to persons; damage caused to material goods; or losses caused
      by wilful intent.

       8.1.2

              Outside the aforementioned cases,
      in respect of losses caused by serious negligence in actions or
      omissions, the responsible Party shall be answerable up to a maximum limit of *** euros (*** €) in respect of consequential damages, loss of
      earnings, loss of profits and/or loss of
  data.

       8.1.3

              Outside the aforementioned cases,
      in respect of losses caused by ordinary negligence in actions or
      omissions, the responsible Party shall be answerable up to a limit of *** euros (***€).

       8.1.4

              One Party shall be liable before
      the other for the losses caused (particularly for the loss of logs, data or any
      other information) due exclusively to the latter’s non-fulfilment of the obligations
      accepted by it by virtue of this
  Contract.

              8.2 

              The Parties shall not be
      responsible for the delay, fault in the execution or any other non-fulfilment of any of their
      contractual obligations when such delay, fault in the execution or non-fulfilment is due
      to the existence of a cause of force
  majeure.

The Party invoking the partial or
complete impossibility of the Contract’s performance for a cause of force majeure
must inform the other Party, as quickly as possible and by whatsoever means, the
nature, cause, scope and estimated duration of the event. For the time that the
event and the effects arising therefrom last, the Parties shall act and co-ordinate in
good faith their efforts with a view to adopting as many measures as may be necessary and
essential to alleviate and/or overcome them.
 
The Parties’ contractual undertakings
and obligations shall be suspended if the event of force majeure and its effects
cannot be alleviated, remedied and/or overcome within the seven days following
that on which it was notified. Nevertheless, if the situation caused by
force majeure were to continue after one month has elapsed since the event was
notified, the Contract shall be lawfully terminated without giving rise to
compensation of whatsoever type in favour of either of the
Parties.
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                  8.3

                  ELEPHANT TALK shall keep VIZZAVI free from all
      responsibility and claim that any third party may file against
      the latter by virtue of this Contract’s performance. To this end, whatsoever claim made
      against VIZZAVI for this reason shall be notified immediately to ELEPHANT
      TALK so that it can appear in the claim as necessary and/or voluntary
      passive joint litigant, together with a lawyer representing its position, against the claim,
      without this representing on the part of XXXXXXX abandonment of the right to defend
      itself in each proceeding, for as long as it continues to appear as the
      defendant, co-defendant, passive joint litigant or third party in the
      action.
                
                8.4 

                Under no circumstances shall the liability
      deriving from the application of Clauses 8.1.2 and 8.1.3 exceed the limit
      of ***euros (***€) for each *** term of the
      Contract.
              
                9. 

                CONFIDENTIALITY
              
                9.1 

                Neither VIZZAVI nor ELEPHANT TALK may disclose
      to third parties, without the prior express and written
      consent of the other Party, any information relating to the content of this Contract or
      relating to the other Party or the relations of the other Party with its own customers, to
      which it may have access as a consequence of this Contract, undertaking to treat
      such information confidentially. The confidentiality obligation established in this
      Clause shall remain in force during the Contract’s performance and once it has
      terminated.
              
                9.2 

                DEFINITIONS
              
      9.2.1 

              For the purpose of this Contract,
      the following expressions shall be interpreted as per the definitions that appear
      after them, as follows:

              - “Own Information”: As an example
      but by no means limited thereto, the following shall be deemed to be
      “Own Information”: discoveries, concepts, ideas, know-how, techniques,
      designs, drawings, drafts, diagrams, models, samples, databases of all
      types, and any technical, financial or commercial information of either of the
      Parties.

                 “Source”: Either of the Parties
      shall be deemed to be the “Source” whenever, within the terms of this
      Contract, it is the one which supplies the Own
      Information.

              - “Addressee”: Either of the
      Parties shall be deemed to be the “Addressee” whenever, within the terms of this
      Contract, it is the one which receives the Own Information from the other
      Party.

                9.3 

                OWN
  INFORMATION
              
      9.3.1

              The Parties agree that any
      information relating to financial, commercial, technical and/or industrial
      aspects of either one of them or of their respective businesses supplied
      to the other Party as a consequence of the agreements they may reach (regardless of whether
      or not such transfer is verbal, written, on magnetic support or any other
      computerized mechanism, graphic or of any other type) shall be deemed to be
      confidential information and shall be treated pursuant to the provisions of this
      document. For the purpose of this Contract, such information and its copies
      and/or reproductions shall be deemed to be “Own
      Information”.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                9.4

                EXCLUSION FROM THIS
      CONTRACT
              
      9.4.1

              The following information shall
      not be deemed to be Own Information and neither shall it be treated as
      such:

              i)

              When it is public knowledge at the
      moment of the supply to the Addressee or, when the supply has been made,
      it achieves such condition without the Addressee having infringed the
      provisions of this Contract.

              ii)

              When it can be demonstrated by the
      Addressee, through its archives, that it was in its possession through
      legitimate means prior to the information being supplied by the Source,
      without any confidentiality agreement being in force at that
      moment.

              iii)

              When it has been widely disclosed
      without any limitation by its legitimate
  creator.

              iv)

              When it was created completely and
      independently by the Addressee, with the latter being able to
      demonstrate this fact through its
  archives.

                9.5

                CUSTODY AND
      NON-DISCLOSURE
              
      9.5.1

              The Parties shall treat as
      confidential the other Party’s Own Information that may be supplied to them and agree
      to its strict safeguard and custody and not to disclose or supply it, whether
      partially or in full, to whatsoever third party (with the exception of the companies in
      the Group to which XXXXXXX belongs) without the prior express and
      written consent of the Source. Such consent shall not be necessary when the
      obligation to supply or disclose the Source’s Own Information by the Addressee is
      imposed by Law, a firm legal Judgment, arbitration award or firm
      Administrative decision.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
       9.5.2

              This Contract does not authorize
      either of the Parties to demand from the other the supply of information and any
      such obtainment of information from or about the Source by the Addressee
      shall be received by the latter with the prior consent of the
      former.

      9.5.3

              All consequences deriving from the
      negligent custody and/or willful or negligent disclosure of the Own Information,
      consequent information or a consequence of the Own Information or consequent
      information or a consequence of the Contract shall be deemed to be an
      act of unfair competition, without exclusion of the definition thereof as a
      crime that may be made in any applicable legislation, including a criminal
      wrong.

                9.6

                OWN INFORMATION
      SUPPORT

      9.6.1

              All or part of the Own
      Information, papers, books, accounts, recordings, lists of customers and/or partners, computer
      programs, procedures,
      documents of all types or technology, the supply of
      which is made under the condition of Own Information, regardless of the
      support in which it is contained, shall be treated as secret, confidential and
      restricted.

                9.7 

                OWN INFORMATION
      DESTINATION
              
      9.7.1

              It shall be possible for the Own
      Information to be made known by the Addressee to its managers and/or
      employees, without prejudice to the Addressee adopting all the
      necessary measures for the true and exact fulfillment of this Contract, having the
      obligation of informing the one and the other of the confidential, secret and
      restricted nature of the information it is making known, and of the
      existence of this Contract.

                       9.7.2

              Likewise, the right of VIZZAVI to
      make available the Own Information it receives from the Source to the
      companies in the Group to which VIZZAVI belongs is hereby recognized, with
      such companies being subject to the confidentiality and secrecy
      obligations in the terms and conditions of this Contract.

      9.7.3

              The Addressee must give its
      managers and/or employees all the guidelines and instructions it may consider
      appropriate or advisable for the purpose of safeguarding the confidential,
      secret and restricted nature of the Source’s Own
      Information.

      9.7.4

              Without prejudice to the
      provisions of the foregoing paragraphs, each Party shall be responsible not only for
      the conduct of its managers and/or employees but also for the consequences that
      may result pursuant to the provisions of this
    Contract.

                9.8
                RESPONSIBILITY IN THE CUSTODY OF THE
      OWN INFORMATION
              
      9.8.1

              The addressee shall be responsible
      for the custody of the Own Information and as many copies as it may have
      thereof supplied by the Source, for the
  purpose

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
of its treatment as confidential, secret
and restricted, having the obligation of returning the Own Information and copies
thereof to the Source upon termination of their commercial
relations, or earlier, when so requested by the Source.
 
              10.

              CONTRACT
      ASSIGNMENT

                     10.1

              ELEPHANT TALK may not assign the
      rights and obligations under this Contract, either partially or in full, without the
      prior express and written consent of VIZZAVI. The foregoing
      notwithstanding, either of the Parties shall be able to partially or fully
      assign the rights or
      obligations under this Contract to any company pertaining to its corporate
      Group in the sense laid down in Article 42 of the Commercial Code, without
      having to pay any
      additional amount
whatsoever.

                     10.2

              At any event, whenever consent to
      assignment is granted by the non-assigning Party, the assigning Party shall be jointly
      and severally responsible, with the assignee, for the obligations assumed by virtue of
      this Contract.

      10.3

              The economic and all other rights
      generated or that may be generated by this Contract may not be encumbered with rights
      thereon in favour of third parties without the prior express and written consent of
      VIZZAVI, which may not be withheld in an unjustified way.

              11.

              APPLICABLE LEGISLATION AND BINDING
      SETTLEMENT OF DISPUTES

         11.1

                This Contract is subject to the Laws of the Kingdom of
      Spain.
              
                     11.2

              This Contract shall be signed in
      Spanish and in English. In the event of a discrepancy on the Contract’s interpretation,
      amendment or performance, the Parties agree that the Spanish version shall prevail. At
      any event, the Parties undertake to use their best endeavours to settle such
      discrepancy, avoiding as far as is possible having to resort to
      litigation.

                     11.3

              For the settlement of whatsoever
      dispute relating to this Contract’s interpretation and fulfilment, both
      Parties abide by the jurisdiction of the Courts and Tribunals of the city
      of
      Madrid.

              12.

              RESPONSIBILITY OF ELEPHANT TALK IN
      THE CONTRACT’S PERFORMANCE

                12.1

                SERVICE QUALITY LEVELS AND
      COVERAGE
              
      12.1.1

              ELEPHANT TALK guarantees to
      VIZZAVI that the quality of the service offered shall maintain the service
      levels described in Annexes A, B, C and
  E.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                              12.1.2 

              ELEPHANT TALK shall adequately
      dimension the infrastructure and resources made available to VIZZAVI for the
      rendering and economic valuation of the services included in the Contract,
      in accordance with the necessary traffic and network planning forecasts
      made available through the mechanisms which the Parties shall establish for the
      Contract’s correct working. VIZZAVI shall provide ELEPHANT TALK with
      forecasts on traffic and number of services a minimum of three months in
      advance. ELEPHANT TALK undertakes to dimension the human and material
      resources in accordance with these forecasts so as to guarantee the agreed
      service levels, always provided that the real traffic volumes and/or number of services
      are kept within deviations of up to ***% with respect to the forecast.
      Above that value, ELEPHANT TALK undertakes to use its best endeavours to
      maintain the agreed service
levels.

      12.1.3 

              ELEPHANT TALK shall manage the
      complete performance of this Contract. For this, ELEPHANT TALK shall act
      diligently in the performance of the Contract’s object, procuring the
      supply, execution and completion of the whole in the agreed terms and
      conditions, rendering such services either directly or through
      subcontracts with the individuals or bodies corporate that effectively
      render such services.
      The contractors selected by ELEPHANT TALK must be duly authorized and qualified for
      conducting such functions and under no circumstances must VIZZAVI be
      affected by whatsoever responsibility or liability resulting from such
      election, lack of performance or negligence in the fulfilment of the obligations
      assumed by ELEPHANT TALK or the subcontractors chosen by
      it.

      12.1.4

                Quality in the Contract’s
Performance
              
12.1.4.1 ELEPHANT TALK undertakes to
make available all the technical, human, material and economic resources
that may be required for fulfilling the object of this Contract. It shall be
responsible for obtaining all the necessary licences, permits and authorizations
for fulfilling the object of this Contract and for their adaptation to the contracted
purpose.
 
12.1.4.2 The Parties accept that, in the
rendering of some of the services under this Contract, the prevailing
legislation may require that some of them have to be carried out through third parties
other than ELEPHANT TALK.
 
12.1.4.3 ELEPHANT TALK assumes the
guarantee of fulfilment of the administrative, employment and tax
requirements and obligations associated with the performance of this Contract,
whether carried out directly or through subcontracted third
parties.
 
12.1.4.4 In any circumstance and at any
moment, XXXXXXX may require from ELEPHANT TALK the adaptation of the
Contract’s object to the legislation on personal and material safety and
security as imposed by the applicable legislation and the replacement of the
defective object should it not be adequate for the contracted purpose, as per the
technical specifications, at no additional cost.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                12.2 . 

                CASES OF DISCONNECTION OF
      SERVICE

VIZZAVI may disconnect its network from
the service provided by ELEPHANT TALK in the cases described below
without this being taken as non-fulfillment of any of its
obligations:
 
           12.2.1 

              Whenever the safety and integrity
      of its network is in such danger that this could seriously affect its
      working.

           12.2.2 

                Whenever people’s integrity is at
  risk.
              
         12.2.3 

              In those cases in which
      interoperability of the services of VIZZAVI or of its customers is endangered to the
      extent that the rendering thereof is seriously affected.

         12.2.4 

              In the event of a serious
      infringement of the regulations relating to the secrecy of communications and the right to
      honour, privacy and protection of data of a personal nature, with serious
      violation of third-party
rights.

        12.2.5 

              Whenever, with the existence of
      any of the causes of discharge of Contract established in Clause 6, the
      nature thereof makes it essential to disconnect the service or a part thereof, prior
      to the services’ final cessation during the Transition
      Period.

                13.   

                MONETARYCONSIDERATIONS
              
              13.1 

              Prices of the Services under the
      Contract

      13.1.1 

                The invoicing prices and conditions applicable to the
      services under this Contract are established in Annex
      D “Economic Terms and
Conditions”.
              
      13.1.2 

              All the prices and terms and
      conditions of an economic content included in this Contract and its Annexes are given
      without including VAT or other indirect taxes.

                13.2 

                Taxes
              
                        13.2.1 

              All present or future taxes of
      whatsoever type that may be incurred as a consequence of this Contract’s
      execution and performance shall be settled by the Parties in accordance with the
      Law.

              14.

              SECRECY OF COMMUNICATIONS AND
      PERSONAL DATA PROTECTION

              14.1

              At all times
      ELEPHANT TALK shall guarantee the Secrecy of the Communications to
      which it may have
      access during the rendering of the services under this Contract, as
      per the provisions of
      the applicable Spanish regulations in force at any given
      moment.

              14.2

              For the rendering of the services
      under this Contract, ELEPHANT TALK shall have access to the personal data
      contained in the files of VIZZAVI; consequently, such data may only be processed in
      accordance with the provisions of Annex G. At any event, ELEPHANT TALK undertakes to abide
      by all the provisions that may apply on the subject and, in particular, those
      of Spain’s Organic Law 15/1999 of 13 December 1999 of the Protection of Personal Data
      (hereinafter, “LOPD”) and other regulations for its application in force at any given
      moment.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              15. 

              SAFEGUARDING OF INTELLECTUAL AND
      INDUSTRIAL PROPERTY
      RIGHTS AND THE PARTIES’
RIGHTS

              15.1

              “Intellectual and Industrial
      Property Rights” (hereinafter, “IPR”) shall be deemed to xxxxx the intellectual and
      industrial property rights (including, without limitation, all rights of
      an economic or personal type, such as copyright) that are recognized at
      this moment or in the
      future by Spanish intellectual or industrial property legislation or the
      laws of any
      jurisdiction applicable to the case, including, without limitation, all
      inventions (and, of them, the inventions implemented in the IT sector with
      or without patent), patents, “utility models”, industrial
      designs, semiconductor topography rights, trade-marks and service marks, whether registered
      or unregistered, reproduction rights, logos, presentation names and commercial
      names, know-how (but only to the extent that the foregoing can confer a legal
      protection or licence under the pertinent applicable legislation), domain names and
      goodwill associated with all of them, including in each case the capacity (should it
      exist) (i) to apply for whatsoever registration whether necessary or simply appropriate
      for obtaining or protecting such rights in any part of the world and any register thereof,
      and (ii) to claim whatsoever compensation or any other remedy for the infringement of
      such rights. IPR shall include, without limitation, all the intellectual and industrial
      property rights registered with an official register in any part
      of the world and the
      applications for registration and the concession rights thereof and
      any right or form of
      protection of a similar nature throughout the
  world.

              15.2

              The Parties shall maintain all the
      rights over their respective names, logos, marks, databases and/or any other goods
      protected by the prevailing rules on the subject of IPR. Likewise, the Parties shall
      maintain all the rights over their respective patents, “utility models”,
      industrial designs, databases and/or any other goods protected by the
      IPR.

              15.3

              ELEPHANT TALK shall only be able
      to use the IPR of VIZZAVI (or of the companies in the Group to which it belongs)
      in the terms and conditions for which the latter authorizes such use and,
      at any event, such authorization shall refer strictly to the development
      of the activity under this Contract. In the event of a modification, and
      at the request of
      VIZZAVI, ELEPHANT TALK has the obligation of permanently and immediately updating, eliminating
      or replacing the IPR of VIZZAVI or of the companies in the Group to which it
      belongs.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
XXXXXXX may only use the IPR of ELEPHANT
TALK (or of the companies in the Group to which it belongs) in the terms and
conditions for which the latter authorizes such use and, at any event, such
authorization shall refer strictly to the development of the activity under this Contract. In the
event of a modification, and at the request of ELEPHANT TALK, XXXXXXX has the
obligation of permanently and immediately updating, eliminating or replacing the
IPR of ELEPHANT TALK or of the companies in the Group to which it
belongs.
 
              15.4

              The Parties may not make use of or
      possess marks, domain names or other IPR rights that can be confused with the
      industrial property rights which the other Party or other companies in the Group to which it
      belongs exploit in the placing on the market of their products and services. The Parties
      may only use the other Party’s IPR for the purpose of carrying out the object of this
      Contract, having the obligation of using their own name in all their other
      activities.

              15.5

              In particular, the ownership and
      all the IPR over the software, operating manuals, designs, distinctive signs and
      associated documentation, supplied or made available to VIZZAVI by ELEPHANT TALK as part
      of the Service or developed within another scope that are the property of
      ELEPHANT TALK shall continue to be the full property of ELEPHANT TALK or of the owner
      thereof. Whenever software, owned by ELEPHANT TALK or third parties, is
      supplied to VIZZAVI or its customers together with any of the Services,
      ELEPHANT TALK shall grant VIZZAVI or its customers a non-exclusive and
      non-transferrable licence (except for the companies in the Group to
      which they belong
      that operate in the Spanish mobile electronic communications market) to use, store, develop,
      reproduce and distribute that software solely in connection with those Services.
      Likewise, XXXXXXX shall also be allowed to make a reasonable number of
      backup copies thereof.

              15.6

              Except in the case of an agreement
      to the contrary between the Parties, the new IPR developments carried out
      exclusively for VIZZAVI, which are requested through the corresponding document for the
      special project relating to the Services under the Contract, shall be the exclusive
      property of VIZZAVI. The foregoing notwithstanding, without prejudice to the Parties
      convening other conditions, VIZZAVI shall grant to ELEPHANT TALK a
      non-exclusive and non-transferrable usage licence, which cannot
      be sub-licensed, for
      the new IPR developments and solely for the rendering of the Services.

              15.7

              VIZZAVI undertakes to transfer to
      its customers the need to sign the agreements that the owner of the IRP may
      reasonably request in relation to any material provided by ELEPHANT TALK in the Contract’s
      performance, when so
required.

              15.8

              Whatsoever inclusion of the object
      of this Contract or the performance thereof in an advertising or promotional
      campaign, by virtue of which the name of one of the Parties or any other IPR of the latter or
      of any of the companies in the Group to which it belongs is announced, inserted or
      used, shall require the prior express and written consent of such
      Party.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              15.9

              VIZZAVI is the holder of all the
      IPR to which ELEPHANT TALK may have access for the purpose of this Contract’s
      performance. Under no circumstances shall it be understood that by virtue of this
      Contract VIZZAVI grants to ELEPHANT TALK a licence to use the IPR with
      which VIZZAVI or any of the companies in the Group to which it belongs place their
      telecommunications products and services on the
    market.

              15.10

              In turn, ELEPHANT TALK declares
      under its sole responsibility that it is the holder of all the patents,
      marks, utility models, copyrights, registered designs and other IPR that
      are necessary for
      rendering to VIZZAVI the services established in this
      Contract.

ELEPHANT TALK undertakes to compensate
VIZZAVI for any claim or legal proceeding having its origin in the
infringement (or alleged infringement) of any patent, design or copyright by virtue of the
possession or use by VIZZAVI of any equipment or software made available by ELEPHANT TALK
pursuant to this Contract. To this end, XXXXXXX must notify whatsoever alleged
infringement to ELEPHANT TALK immediately and in writing, must not
admit anything relating to the infringement, shall allow ELEPHANT TALK to direct the
proceedings and negotiations, giving it all reasonable assistance, and must
authorizate it, always for the account of ELEPHANT TALK, to modify the equipment or
software or obtain the corresponding licence so as to avoid the
infringement.
 
              15.11 

              Within a term of thirty (30) days
      from this Contract’s execution, ELEPHANT TALK undertakes to sign an agreement
      with an escrow entity (selected by ELEPHANT TALK) for the purpose of depositing the
      source code, development programmes, operating manuals and all other associated
      documentation that may be necessary for the correct maintenance of the deposited
      software, being that which is necessary for the correct rendering of the
      Services under this Contract. Likewise, within a term of ten (10) days
      from this Contract’s
      execution, ELEPHANT TALK shall remit a copy thereof to VIZZAVI.

Consequently, the object of this deposit
is to guarantee to VIZZAVI future access to the source code when one or several of the
following circumstances arises:
 
              ? Whenever
      ELEPHANT TALK is liquidated or wound up; it starts whatsoever mercantile or
      bankruptcy proceeding for the purpose of the company’s liquidation or
      winding up; it finds itself in a situation of insolvency or takes
      action for the
      company’s merger or spin off; or whenever it is going to cease or
      change the
      corporate purpose of its
business.

              ? Whenever
      ELEPHANT TALK is accredited as a debtor in a third-party bankruptcy
      proceeding; it is called by the Administration or whatsoever other
      official public
      or private body to declare on all or part of its assets or goods on
      the
      occasion of the commencement of an audit or inspection; an administrative
      order is served on ELEPHANT TALK; it signs an agreement by virtue of which
      payment to its creditors is established on the basis of the profit
      obtained by ELEPHANT
      TALK.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
Whenever ELEPHANT TALK
fails to comply with its obligations to support, guarantee and maintain
the software in order to achieve the object of this Contract and, after
being notified by VIZZAVI for the effective and necessary fulfilment of such
obligations, ELEPHANT TALK fails to comply with them within a thirty-day term
from the notification.

VIZZAVI shall be able to use, share and
sub-licence the source code in accordance with the circumstances indicated in the
foregoing section and solely for the purpose of (i) carrying out the support, guarantee and
maintenance operations, and (ii) for the continuity, enhancement or updating of
the rendering of the Services under this Contract. VIZZAVI shall have the right,
at its election, to share or licence the source code, either with an employee or
with a third party authorized by XXXXXXX for the purpose of complying with a series of
previously established support, guarantee, maintenance, enhancement and updating
obligations in favour of ELEPHANT TALK for the performance of this Contract.
VIZZAVI may only share or licence the source code when such subject has previously
accepted a written commitment under which it undertakes to maintain the
confidentiality of such source code and to use it solely for the purpose of fulfilling the
obligations imposed by XXXXXXX.
 
In the event that instead of belonging
to ELEPHANT TALK the source code belongs to a third party from which it has been
obtained, ELEPHANT TALK must endeavour to ensure that the legitimate owner thereof
also carries out the deposit of such source code in the same terms and conditions as
those established for ELEPHANT TALK.
 
To the extent that ELEPHANT TALK may
endeavour to assign to a third party its intellectual property rights over the
software which is being used for developing the rendering of the Services under this
Contract, having been previously licensed to VIZZAVI, ELEPHANT TALK prior to
such assignment must notify and obtain the prior consent in writing of
VIZZAVI.
 
The fees corresponding to the deposit
shall be for the account of ELEPHANT TALK and shall be included in the maintenance
service fee.
 
After notifying ELEPHANT TALK
accordingly, XXXXXXX shall request from the chosen escrow entity, without the
need for the prior authorization of ELEPHANT TALK, the availability and sending of
the corresponding source code with due justification of the reasons why it is
requesting it.
 
                16.

                MARKETING AND PUBLIC
      RELATIONS

              16.1

              Neither of the Parties shall be
      legitimized to use the corporate name and/or marks owned by the other Party without
      the prior consent, in writing, of the holder
    thereof.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              16.2

              Neither of the Parties shall make
      public announcements (i.e. press releases or verbal presentations)
      relating to this Contract, its content or the service rendered without the
      other Party’s prior consent in writing. The Parties shall agree and
      publish whatsoever press release
      jointly.

                17. 

                CONTRACT
  ENFORCEABILITY
              
              17.1

              A declaration of complete or
      partial nullity of one of more of this Contract’s clauses by the competent authority shall not
      affect the validity of the remaining clauses, which shall maintain their binding
      force. In this case, the Parties undertake to negotiate a new clause or clauses to replace the
      annulled clause or clauses that, within the terms in keeping with the Law and in strict
      compliance with the judgment or decision declaring such nullity, best
      maintain the identity of purpose with the annulled clause or clauses,
      insofar as such purpose has not been declared contrary to Spain’s set of
      laws.

              17.2

              The enforceability of this
      Contract shall be conditional upon the signing of all the Annexes referred to in Clause 2.
      Be that as it may, once all the Annexes have been signed, the date of the Contract’s
      entry into force shall be deemed to be that on which the Main Body thereof is signed,
      date on which it shall take effect and on which the Annexes to the Contract shall also
      enter into force. The Parties agree that the maximum date for signing the
      Annexes pending execution is 31 May 2009. In the event that once
      this date has been
      reached such execution has not taken place, except with the express
      and written agreement
      of the parties to the contrary, for all intents and purposes the
      Contract shall hereby
      become invalid, without the Parties being able to claim whatsoever amount. The Parties
      undertake to make available all the necessary resources and to negotiate in good
      faith so that the signing of the Annexes is possible within the agreed
      term.

                18. 

                BINDING
CONTRACT
              
              18.1

              This Contract, made up of the Main
      Body, Annexes and, as and when applicable, Appendices, includes all the terms
      and conditions and essential aspects of the agreement that currently exists between the
      Parties.

              18.2

              The foregoing paragraph
      notwithstanding, the intervening Parties confer on this Contract a fully valid and binding
      character, expressly agreeing that the lack or absence of a subsequent agreement on
      questions of detail or development may not be put forward by either of the Parties
      as sufficient cause for waiving the binding nature of this Contract or questioning its
      enforceability and validity. The Parties agree that the discrepancies that may be
      generated in relation to these developments shall be settled in
      accordance with the
      mechanisms provided for in this
Contract.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                19. 

                INDEPENDENCE OF THE
  PARTIES
              
              19.1

              It shall be the specific and
      exclusive obligation of ELEPHANT TALK to comply with all the legal obligations that
      correspond to it, in particular those of a labour and fiscal nature, relating not only to the
      company itself but to the personnel in its
  employ.

              19.2

              In this connection, the Parties
      expressly agree that this Contract does not represent an association or dependence between
      them nor the only relationship in the rendering of the services which each one
      carries out, meaning that both Parties shall be absolutely independent and autonomous, and
      VIZZAVI shall have no responsibility, not even subsidiary, in respect of the
      obligations incurred by ELEPHANT TALK in respect of third parties and, in
      particular, the personnel in its
employ.

              19.3

              In particular, non-fulfilment of
      the obligations of ELEPHANT TALK or its subcontractors on the subject of
      Occupational Hazard Prevention or the complete or partial lack of compliance with
      the provisions of Annex J shall empower VIZZAVI to withhold the monetary
      consideration in a sufficient amount to cover all the liabilities that
      effectively derive from any breaches committed by ELEPHANT TALK or its
      subcontractors. In
      addition to the foregoing, the joint and several responsibilities of the
      Parties pursuant to
      the provisions of Section 42.3 of the prevailing Consolidated Text of
      Spain’s Law of
      Corporate Infringements and Penalties may not be
      eluded.

              19.4

              ELEPHANT TALK, in the performance
      of this Contract, shall be the sole Party empowered to adopt all the
      surveillance and control measures it may deem appropriate to verify
      compliance by the worker of its labour obligations and duties in relation
      to ELEPHANT TALK,
      ensuring in the adoption and application of such power due consideration and taking into
      account the capacity of each dependent worker of ELEPHANT
    TALK.

              19.5

              In accordance with the foregoing,
      ELEPHANT TALK undertakes to hand over to VIZZAVI, whenever it is required
      to do so by the latter, a list of the personnel in its employ assigned to
      the Contract’s performance, in addition to a copy of the TC-1 and
      TC-2 Social Security
      contribution forms, a negative Certificate of arrears issued by the
      Social Security
      General Treasury and registration in the corresponding accident at work
      and occupational
      illness mutual insurance company, in addition to supporting documents of payment to the Public
      Exchequer of the income tax withholdings made on behalf of the workers on its
      payroll. As and when applicable, an updated copy of contribution to the
      Special Self-Employed Workers’ Regime [BETA in its
      Spanish initials]
      and all other
      documents requested of it, such as compulsory and voluntary insurance premium
      receipts.

              19.6

              ELEPHANT TALK declares that it has
      the consent of its workers to be able to hand over to VIZZAVI those of their
      personal data that are necessary for fulfilling the obligations of this Contract. In
      the event that any of the workers were to subsequently revoke the consent
      granted or oppose the processing of their data, ELEPHANT TALK shall notify
      VIZZAVI and thereafter shall refrain from handing over any data of such
      worker to VIZZAVI. Likewise, XXXXXXX undertakes not to use the data of the
      workers of ELEPHANT TALK for any purpose
      other than that of permitting adequate fulfilment and control of the rendering of
      services provided for in this
    Contract.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              19.7

              VIZZAVI may at any moment demand
      from the other Party the updated exhibition of the compulsory legal situation of
      ELEPHANT TALK with respect to its
  workers.

              19.8

              The new assignment of a worker to
      the execution of the contracted services by ELEPHANT TALK must be notified to
      VIZZAVI and the regularity of its situation must be accredited prior to its
      incorporation into the Contract’s performance, in the same terms and conditions as those
      established in the foregoing
paragraphs.

              19.9

              Failure to comply with the
      aforementioned obligations shall be a cause for this Contract’s automatic discharge,
      without the right to any compensation in favour of ELEPHANT TALK and without
      prejudice to the legal actions that may correspond to VIZZAVI before the former for the
      damages and losses that such non-fulfilment may cause to
  it.

              19.10

              ELEPHANT TALK undertakes to assume
      in full the direction, organization and management of the human and
      material resources assigned to the Contract’s performance.

                20. 

                SUBCONTRACTING
              
              20.1

              ELEPHANT TALK shall be able to
      perform the services described in this Contract either directly or through
      subcontracts with third parties, subject to the prior written authorization of VIZZAVI, which
      may not be withheld without justification, being responsible before VIZZAVI for
      complete or partial non-fulfilment or negligent fulfilment of the obligations
      assumed by virtue of this Contract and for those established in general legislation,
      particularly those referring to the obligations which it must assume on Labour, Fiscal,
      Occupational Hazard Prevention and Data Protection
      matters.

              20.2

              In the event that ELEPHANT TALK
      uses for the rendering of the service under this Contract personnel made available
      to it by a Temporary Employment Agency, ELEPHANT TALK must abide by all
      the obligations and special limitations in respect of the work to be conducted as
      imposed by the regulation of this type of service relationship, particularly on the
      subject of Occupational Hazard Prevention. Consequently, ELEPHANT TALK shall
      release VIZZAVI from any direct or indirect responsibility resulting from
      its relations with the Temporary Employment Agency with which it signs a contract for the
      availability of or with its workers, having the duty of fulfilling all the obligations
      laid down in this Contract for the case of subcontracting. In addition to the foregoing, the
      joint and several responsibilities of the Parties pursuant to the provisions of Section 42.3 of
      the prevailing Consolidated Text of Spain’s Law of Corporate Infringements
      and Penalties may not be
eluded.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              20.3

              In the event that ELEPHANT TALK
      subcontracts the partial or complete performance of this Contract, it must reliably
      communicate this fact to VIZZAVI prior to formalizing such contracting. Upon receipt of
      this communication, XXXXXXX shall have five (5) working days in which to oppose it
      for whatsoever reason. If, once this term has elapsed, XXXXXXX has not
      declared its opposition, it shall be understood that it expressly accepts the
      subcontracting communicated to it. The foregoing notwithstanding, in the event that
      the subcontracting involves access on the subcontractor’s part to data for
      which VIZZAVI is responsible, the provisions of this Contract and its
      Annexes relating to the protection of personal data must be
      adopted.

              20.4

              The legal relations and contracts
      that ELEPHANT TALK must formalize with third parties for fulfilment of its
      obligations shall contain amongst their clauses the express exclusion of the responsibility of
      VIZZAVI in respect of the aforesaid relations, irrespective of the legal nature
      thereof.

              20.5

              VIZZAVI shall not be responsible
      before customers or third parties for the injuries to persons or damage to material
      objects that may occur, for whatsoever reason, on the occasion of this Contract’s
      implementation by ELEPHANT TALK or its
    subcontractors.

              20.6

              At all times the contracts
      executed with third parties relating to the rendering of services
      must respect the
      rights and obligations laid down in this
  document.

                20. 

                ENVIRONMENTAL
      OBLIGATIONS
              
              21.1

              ELEPHANT TALK expressly undertakes
      to fulfil all the legislation with an environmental content that may
      apply to it in relation to the activities whose execution results from
      this Contract’s performance.

              21.2

              Likewise, as established in the
      prevailing legislation, it undertakes to adequately manage and treat all classes of
      toxic and hazardous waste that may originate in or result from any activity directly or
      indirectly related to this Contract’s performance and, in particular, it undertakes to carry
      out in respect thereof and pursuant to the applicable legal provisions all the specific
      activities that may be required, be they management, storage, treatment or any
      other.

              21.3

              In the same way, ELEPHANT TALK
      expressly undertakes to comply with the obligations specified below,
      without prejudice to complying in full with any other obligations that may be imposed on
      it by a valid legal provision applicable to the activities established through
      this Contract, the inadequate treatment of which may have repercussions on or affect the
      environment. Consequently, ELEPHANT TALK agrees to commit itself
      to:

                        21.3.1 

              Carry out all the activities
      entrusted to it by XXXXXXX as a result of this Contract, strictly complying with
      the principles and guidelines deriving from the Environmental Policy and
      guidelines of the Environmental Management System implanted by XXXXXXX,
      the full content of which it declares it
  knows.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                        21.3.2 

              To make available to VIZZAVI all
      the information required of it in relation to any impact or incidence on the
      environment resulting from the activities, the execution of which results
      from this Contract, and, as and when applicable, to submit to whatsoever inspection,
      verification or measurement of such effects, either by XXXXXXX or any third
      party designated by the latter and, in particular, with respect to the generation of
      waste, its treatment, the emission of noise or other obnoxious elements
      into the atmosphere and any other similar effects that by virtue of the
      applicable legislation require specific
  activities.

         21.3.3 

              As established in Spain’s Waste
      Law 10/1998 of 21 April 1998 and all other applicable provisions that
      apply or replace it, to manage and subsequently treat the waste generated during the
      performance of the activities established by means of this Contract and to hand
      over to VIZZAVI the corresponding documentation supporting the
      generated waste’s correct
management.

          21.3.4 

              To draw up and, when applicable,
      send to VIZZAVI, at its request, a study of the environmental impact resulting
      from whatsoever activity, the execution of which results from this
      Contract, with the minimum content indicated in Annex N.

       21.3.5

              ELEPHANT TALK shall be responsible
      for any infringements or sanctions that may be attributed to it on the
      grounds of violation of the applicable environmental legislation, without
      being able to charge to VIZZAVI any amount or charge for these
      concepts. Likewise, it expressly accepts the responsibility that within any
      scope may be attributed to it for whatsoever infringement of the applicable
      environmental legislation relating to the contracted activities and, in
      particular, in respect of the generation of an environmental impact, whether in
      the handling of the materials or products used for the execution of any activity
      resulting from this Contract or their inadequate management, storage or
      treatment.

           21.3.6 

              ELEPHANT TALK undertakes to adopt
      all the preventive measures it considers appropriate so as to avoid any
      negative impact or incidence on the environment during the execution of
      the work resulting from this Contract, with all charges deriving from the
      attribution of responsibility for the infringements that derive
      therefrom being for
      its account, whether due to non-fulfillment of the regulations
      applying to the
      specific activity or any other, without being able to attribute to VIZZAVI
      any responsibility for these
concepts.

      21.3.7

              Prior to the start of the work
      resulting from the execution of this document, it undertakes to sign the appropriate
      contract with a Waste Management Company authorized by the corresponding
      Regional Government, pursuant to the terms and conditions of Law 10/1998 and
      other provisions that apply or replace it, in relation to the management of the
      waste generated during the performance of the work or
      activities required of it as per the provisions of this
      Contract.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
       21.3.8

              XXXXXXX reserves the right to
      demand from ELEPHANT TALK the presentation of at least one copy
      of the contract signed with the authorized Waste Management Company and the
      handing over of the documents that, pursuant to the applicable
      prevailing provisions in this respect, may be required of it subsequent to the completion
      of execution of the tasks resulting from this Contract’s
      performance.

      21.3.9 

              ELEPHANT TALK shall be responsible
      for applying all the corrective measures it considers necessary to
      avoid the production of whatsoever impact or incidence on the environment
      during the execution of the work that is the object of this
      Contract.

       21.3.10 

              Similarly, in the event of
      whatsoever impact, incidence or violation of the environmental legislation
      applicable to any activity, the execution of which results from this
      Contract, it undertakes to adopt the corrective measures that may be necessary to minimize or
      remedy them.

                22. 

                SUBSIDIARY
      RESPONSIBILITY
              
              22.1

              For the purpose of the exception
      of Section 43.1 f) of Spain’s General Tax Law 58/2003 of 17 December 2003, a certificate
      issued by the Tax Administration demonstrating that ELEPHANT TALK is up-to-date in the
      payment of its tax obligations is attached as Annex
  L.

              22.2

              For the purpose of avoiding the
      declaration of subsidiary responsibility of VIZZAVI relating to the rule of law
      referred to in the preceding paragraph, within the terms and with the
      requirements laid down in the aforementioned Section 43.1 f) of the
      General Tax Law and
      the regulations for its application, ELEPHANT TALK must send to
      VIZZAVI the
      appropriate certificate demonstrating that it is up-to-date in the payment
      of its tax
      obligations.

              22.3

              Should VIZZAVI not receive such
      Certificate within the twelve (12) months prior to the moment at which VIZZAVI must make
      the payment, it shall be empowered to withhold the amount that must be paid until
      it receives such Certificate and under no circumstances can interests accrue
      on the withheld amount for delayed
  payment.

              22.4

              For the purpose of the exception
      of Article 42.1 of Royal Legislative Decree 1/1995 of 24 March 1995 of Spain’s Law of
      the Workers’ Statute, a negative Certificate of arrears issued by the Labour
      Administration demonstrating that ELEPHANT TALK is up-to- date in the payment of its labour
      obligations is attached as Annex
L.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                23. 

                MISCELLANEOUS
              
              23.1

              The Parties may add
      rectifications, amendments and annexes or appendices to this Contract, which shall be binding
      on them as from the date of effect, always provided that such rectifications,
      amendments and annexes are set down in writing, signed by an authorized representative for the
      Parties and is incorporated into the
  Contract.

              23.2

              Except for the written
      rectifications, amendments and annexes made after the Contract’s
      execution, this
      Contract represents the complete agreement reached by the Parties and
      invalidates all
      previous verbal and written negotiations, declarations and
      agreements.

              23.3

              Throughout the validity of this
      Contract and for one year thereafter, XXXXXXX undertakes not to hire, through a
      labour or mercantile contract, directly or indirectly, whenever it has knowledge thereof,
      the employees of ELEPHANT TALK relating to the rendering of the services
      under this Contract.

              23.4

              Each Party shall meet the charges
      and costs of all types caused to it as a result of the negotiation and signing of this
      Contract.

And as proof of their conformity with
the foregoing, both Parties appearing, in the representation in which they intervene,
sign this Main Body of the Contract, in duplicate and for a single purpose, on the date indicated
ut supra.
 
                /s/:
      Xx. Xxxxx Xxxxxxxx Xxxxxxx

                /s/:
      Xx. Xxxxxx Xxxx Xxxxx Xxxxx Van Der Velden

                For: VIZZAVI ESPAÑA,
      S.L.
                 
                For: ELEPHANT TALK
      
COMMUNICATION
      HOLDING, AG
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/s/: Xx. Xxxxx Xxxxxxxx Xxxxxxx			/s/: Xx. Xxxxxx Xxxx Xxxxx Xxxxx Van Der Velden


For: VIZZAVI ESPAÑA, S.L.			For: ELEPHANT TALK COMMUNICATION HOLDING, AG